Ben 10 Alien Vanguard: Season 1
by Story's Blade
Summary: It's my own Ben 10 series. A timeline separate but parallel from Omniverse. A warlord known for the destruction of many star systems escaped. Ben and co are the only ones able to stop him. There will be new teammates, new aliens, new bad guys, and even a new Omnitrix! Everyone get ready for a brand new Ben 10 alien adventure!
1. It Begins Again Part 1

I'm back with a whole new story! This time it's my own take on Omniverse. this will be way different than the actual Omniverse, but as we know, there are many timelines in the Ben 10 universe. Some closer to the main timeline, some more different. This one, is one of the more different ones. But I hope you enjoy it all the same. I own nothing.

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A scream echoed out through the streets of the First National Bank in Bellwood. A pudgy man with a big blue nose, white face, yellow eyes, and a top hat was giving an evil laugh as he stuffed money into the bags.

"Well ladies and gentlemen, I have to thank you…for a very delicious and economical meal!" The evil clown laughed with a wheezing voice.

"Zombozo, you aren't going to run out without tipping are you?" A voice said from behind the twisted man. He turned around and gave a snarl. There were three teenagers standing between him and the exit.

"I mean, I know we didn't show up to kick your butt in a timely manner, but you can't just walk out." One of them said. He had neck length shaggy brown hair, a black t-shirt with a white line along the collar and down the front, brown cargo pants, and white and black tennis shoes.

"Think you carried on that joke a bit too long Ben." The only girl out of the three commented. She had deep red hair and green eyes, a red shirt over a black undershirt, a black skirt, leggings and flats.

"Worse part was it wasn't even that funny." The third of the group said. He seemed to be a year older than the other two dressed in a black hoodie with the sleeves ripped off over a grey sweat shirt, jeans and boots.

"I know funny. And that wasn't, but this is!" Zombozo said firing out his one fist on a spring-like device. The group of teenagers scattered to avoid the spring loaded punch.

"Alright Zombozo, let's do this!" Ben yelled out dialing up a familiar face before slamming down. In a flash, the human Ben Tennyson disappeared. And his place was a large red alien with four arms, a white muscle shirt with a black strip running down its front, and black pants. "FOURARMS!" The quad-handed alien span on his heels, his fists coming at Zombozo with extreme force. The evil clown only had time gulp before the fist sent him hurling into the back wall.

"Hey, save some for me Tennyson!" Kevin said placing his hands on the floor, the stone creeping up to cover him. Now armored up he ran forward to deliver another series of blows against the clown, but his charge was cut off by a seltzer spray.

"Drink up! This stuff is great if you have an addiction to breathing!" Zombozo laughed out before a stream of pink came out to grab the bottle and pull it from his grasp. "Hey! That's hardly fair!"

"Less concerned about fair than I am about beating you." Gwen said tossing aside the seltzer full of something dangerous.

"Hey don't forget about me!" Fourarms said rushing Zombozo with a powerful shoulder tackle sending him hurling through the other wall and into the street.

"Well I hate to eat and run, but I ate, and now I'm running!" Zombozo laughed at his own lame joke before producing springs from his shoes and beginning to bounce away.

"Kevin, you thinking what I'm thinking?" Fourarms asked.

"You know it." Kevin said dispersing the stone armor around him before touching a car to coat himself in the same steel of the car. Meanwhile the large red alien hit the omnitrix symbol on his chest, disappearing in a green flash. When the flash cleared, he stood as an alien with a floating metallic heat held between two arching shoulders.

"LODESTAR" The magnetic alien shouted out. Lodestar then let out a magnetic pull against his friend. Once Kevin felt himself lifted into the air, he curled into a ball and was hurled through the air. Zombozo turned around and gasped as a metal clad teenager was hurling through the air right on top of him.

"You aren't getting away that easily Zombozo." Kevin said keeping the clown pinned under him.

"You're right, I'm getting away even easier!" Zombozo said pulling a cord connected to his flower causing the same goo that pinned Kevin down once before and tossing him off the clown.

"How much of this stuff do you have?" Kevin asked annoyed.

"More than enough!" Zombozo responded his arms stretching on springs again, allowing him to drag himself up a nearby building.

"Gwen, give us a way up?" Lodestar asked.

"Already on it." She said, platforms of mana forming a stair case as the three ran up them. Before Zombozo had a chance to make a leap for another building, Lodestar created a magnetic pull to rip off a few of the nearby antennas and hurled them each at the evil monster clown. The flying metal pushed him off the roof and down onto the street.

"I know there's nothing good on TV, but there's still better use for those." Zombozo stated rubbing his head before two cars came flying at him to pin him in place.

"That's why I used those." Lodestar retorted. Seeing that Zombozo couldn't trick or scare his way out of this one, Gwen was the first with her plumber badge out.

"We got a pick up. Just a single crazy clown." Gwen said. "They'll be here in no time."

"Alright, you know what that means!" Ben said happily. Before too long, the trio was at their favorite hangout, the smoothie place known only as Mr. Smoothie. But despite having just kicked the butt of an old foe, and the triple banana and pickle smoothie in Ben's hands, the hero seemed depressed.

"What's wrong Ben?" Gwen asked.

"It have anything to do with that blender disaster in a cup you're drinking?" Kevin joked earing a stab in the ribs from his girlfriend's elbow.

"It's just…don't you think things have been a bit too easy?" Ben asked

"What do you mean?" Gwen asked.

"Ever since Diagon, it's just been too easy." Ben explained, "Zombozo, the circus trio, even Animo. Just doesn't feel as much of the challenge as it once was."

"So what, you miss the pyscho alien warlord trying to murder us and enslave the world?"

"Well not THAT specifically." Ben responded. "Just I miss the challenge of it. You do have to admit, compared to Vilgax, the guys we have in our own backyards aren't really as tough."

"Hey, enjoy the down time. That's all I can say." Kevin said.

"Guess you're right, just it would be nice to have a bit more excitement." Little did the male Tennyson know, his wish was about to come true.

 **Galvan Prime…**

Azmuth was looking threw his microscope. He wasn't even phased by an explosion blowing a door in as a Mechamorph walked in.

"You know that door opens right?" Azmuth asked.

"Not if you're an uninvited guest." The Mechamorph said.

"Yes, that's so that people get the idea to leave me alone."

"Well I don't really have the option of doing that." The Mechamorph said, "My name is Hackah, a lieutenant under the service of Argoth, Slayer of three star systems."

"Unless I'm mistaken, and I am rarely mistaken, Argoth was captured by the Plumbers and is currently held inside a maximum security prison inside the Null Void."

"Was wise one. Was." Hackah corrected. "Needless to say, the prison has seen better days. But that containment armor he was forced to wear survived his escape. That's where you come in."

"Ha! Even I can't break open that armor once it's been sealed. No one in the galaxy can!"

"We don't need you to open it." Hackah said towering over the Galvan, "We know about your invention, the Omnitrix, we want you to replicate it. With a few…improvements."

"I think it best you leave now." Azmuth said, his eyes narrowing, "I would never recreate the Omnitrix, let alone for someone like Argoth."

"You really want to just refuse? Well then, tell that to his face." The Galvan Mechamorph threw himself on the ground and formed a holographic relay station. The station whirred to life. An armored figure appeared. He was covered head to toe in metal hiding the alien underneath. The armor itself was several pieces of high power alloy held together with a solid mask of the face. Computers inside it made sure that the inmate was kept alive. But it allowed no use of powers.

"So, you must be Argoth. Have to say, far less impressive than I thought you'd be."

"You know full well this containment suit is to blame." The hologram retorted, "But if you're communicating with me like this, it must mean you refuse to build an omnitrix for me."

"That's right. I will never build something like that for the hands of people like you."

"I was thinking you'd say something like that." The prisoner said. He held up his hand and a small cage appeared in it. Inside it, a female Galvan. She had a white gown with a black strip down the front.

"Zennith!" Azmuth said shocked that he had her.

"Azmuth! Don't do what he says!" Zennith said before the cage began to glow, bolts of electricity shooting from it to her.

"Let her go!"

"When you build the Omnitrix for me I will!"

"Don't do it, I'm just one life. If you give him an Omnitrix so many planets will lose all forms of life!" Once again, the cage acted like a cattle prod and electrified the female Galvan.

"Last time I'll ask." Argoth said, "Make me an omnitrix. Or she dies."

"Please Azmuth. Don't do it. Think of all the lives that will be lost if you do it." Azmuth began to sweat. Despite being so smart, all he could do was make the emotional decision.

"Okay, I'll do it." Azmuth said, "Just…let her go."

"I'll let her go when it's done. Now, there is one very important thing I need it to do."

The clock ticked away as Azmuth worked to duplicate his invention meant to foster peace. Only this time it was being built to be a weapon. He tried to slow down the process by any means necessary. By the time it was done, it resembled the cheap knock off the Ultimatrix but black in color with white strips running down it.

"So, is it done?" Hackah asked, once again back in his standard form.

"I just have to test one last feature." Azmuth said finishing a bit of wiring.

"For your sake, it better be a crucial feature." Hackah said, "We wanted this done a while ago."

"You can't rush this kind of work. And don't worry, it's very, VERY crucial." Azmuth said before grinning. "All the more reason you shouldn't have let me build it." He stomped on an area of the new Omnitrix, and the face on it turned blue. Before Hackah could do anything to stop it, the Omnitrix and Azmuth teleported away. Hackah converted part of his body into a communicator.

"We have a problem. The creator fled." Hackah said before information came to him directly. "Yes, I can trace him. Affirmative sir. I'll reprogram a few of his teleporters and go after him. But no doubt he'll reconfigure them. This will be a onetime shot. Understood. I'll do it now."

 **Bellwood…**

Kevin, Gwen, and Ben had returned from their trip to Mr. Smoothie, and where ready to each retreat to their individual lives.

"So, Ben, you think that an average day of schoolwork won't be too boring for you?" Kevin joked bringing up the earlier topic.

"Yeah, I'm sure it'll be fine." Ben said, "Hey, try not to get in trouble for a bit while me and Gwen deal with our homework."

"I think I can keep out of trouble for an hour or so." Kevin said. A powerful blue flash filled the air as Azmuth and the replicated Omnitrix appeared.

"Azmuth what are you doing here?" Ben asked, "And…is that another Omnitrix?"

"Yes, in a sense it is another Omnitrix. But a different vein of Omnitrix. I had to make it to keep someone very important to me safe." Azmuth said, "Now, I came here because Ben, if anyone has a chance of keeping it safe from them. It would be you. But they'll no doubt come soon."

"Who, how would they be coming soon?" The conversation wasn't able to go any further than that moment as a teleportation flash appeared and the Mechamorph Hackah was there.

"That would be the 'who' in question." Azmuth said. "Claims to be in servitude to Argoth."

"Yeah right. Argoth got busted the second he stepped into Plumber turf." Kevin said.

"Seems news carries slowly amongst your organization." Hackah said, "Yes, Argoth is free. And he demands the Omnitrix creator. And the creation."

"You think we're letting you lay one finger on him?" Ben asked.

"You don't really have a choice in the matter." Hackah said. "Now, step aside, or I'll have to use force."

"Azmuth, run, find somewhere safe to hide while we deal with this guy." Ben said.

"Normally I wouldn't run from a lowlife such as this, but yes, probably the best choice for now." Azmuth said, "Sadly I wouldn't be able to get to far away. My teleport channels would lock themselves down once he made use of them."

"Then just try to keep back." Gwen said creating mana spheres around her hands.

"Fine, you fools want to fight. Then we'll fight." Hackah said, "Battle mode engaged." The Mechamorph compressed himself into a ball form before beginning to grow. He formed into a tank-like torso with thick legs, two powerful arms, and a large minigun off one shoulder.

"Big deal." Ben said, "Used to play fetch with a Mechamorph who could do that. Let's see if Humungousaur can't pound some sense into you." Ben slammed down on the omnitrix. When the light cleared, Ben blinked, with all four of his green eyes. His body was now a blue slender monkey with six arms and two legs. He had a full body outfit with black sides and a white chest and stomach. The upper two arms had white sleeves and the lower pair of arms and legs had black. "Spidermonkey? Man, Azmuth, this thing hates me!"

"Any issue with it comes from you, not my Omnitrix!" Azmuth retorted.

"An arachnochimp? Against me?" Hackah mocked, "Maybe in my standard form, but against Battle Mode. You just signed your own death warrant!" The battle mode Mechamorph raised a foot over Spidermonkey who responded with scared chimp howls. Luckily a pink shield raised itself around the alien, barely surviving the attack but giving him a chance to escape as the second stomp tore through the shield.

"Thanks for the assist Gwen." Spidermonkey responded.

"No problem." Gwen said tossing a few orbs of mana at the Mechamorph, only for them to burst harmlessly against the living metal, "So, how about tossing a return my way?"

"I can try, but not too sure this guy can help." Spidermonkey said jumping into the fight. Kevin absorbed the steel off his car and charged Hackah. Meanwhile Spidermonkey jumped into the air and fired a line of webbing at the Mechamorph.

"Is that all you got?" Hackah taunted swiping Kevin away and opening fire with the shoulder mounted minigun to force Ben into using his web to fall back.

"Kevin, Gwen, try to draw his fire. I have a plan." Spidermonkey said.

"Got it/we're on it." Kevin and Gwen both responded. Kevin grabbing a manhole cover to use as a weapon with Gwen providing mana shield cover. Spidermonkey used the power lines to get behind him, spraying webbing all across him to gum up his weapons.

"Ha! Not so tough now are you?" Spidermonkey taunted.

"Don't forget, I have every weapon I ever merged with. Not just what I have shown." Hackah said, "For example, do you know what a Nerutech Energy Blaster is?"

"Uh…no."

"Then let me explain. It's one of these." He said exposing a hatch on his shoulder as a bazooka like weapon appeared. Followed by a powerful blue and green ray from it hurling the arachnochimp high and back. Reverting him back to Ben as he hit the pavement. "And yes, they hurt. A lot."

"Ugh, you're telling me." Ben said rubbing his head.

"Tennyson! I know you used to turn into one of them. So use that knowledge and defeat that thing!" Azmuth scolded the earth boy.

"Hey, if your stupid thing would work I'd be crushing him as Humungousaur right now!"

"When have you ever known brute strength to win against a Mechamorph?" Azmuth scolded, "Think Ben, there was something you should never touch when you're made of living metal."

"Oh yeah…" Ben said suddenly putting together what the old Galvan meant. He turned the dial until the alien needed was presented and slammed it down. Ben's body once again changed shape. This time he became a blue jellyfish-like creature with overlapping layers and various lightning bolt designs across his body. "AMPfibian!" The new form yelled out.

"An Amperi? This is not good…" Hackah said seeing the electrical jellyfish.

"You know it." AMPfibian said. He electrified his tentacles and like a whip sent them flying at Hackah causing him to yell out in pain as they struck him. "See, it's been so long since I used Upgrade I forgot how much lightning hurts when you're made of living metal. But now that I remember that, I'll give you a chance to leave and avoid just a world of hurt."

"No, I will not fail this mission. I will not disappoint the master!" Hackah yelled out firing off several lasers blasts and missiles. AMPfibian avoided them all by entering his intangible state. Followed by a favorite combo of passing through him, delivering a huge shock to the Mechamorph's systems. The battle upped alien fell to the ground, still holding the mech-like form.

"Last chance. Surrender and leave, or I'll just shock you more."

"And I told you, I'll never fail the master!" He shouted back actually getting up and grabbing AMPfibian.

"You and me both know that was a HUGE mistake." AMPfibian said releasing stored up power directly into the foe, slowly shrinking him back down to his normal size and shape. "Well, guess you can't really fight back now huh?"

Hackah looked up, struggling to keep his form even partly solid. He shifted his hand into a communication device. "Hackah, requesting Molecular Transport. My mission…has failed."

"Guys, we have to grab him, NOW!" Kevin yelled rushing up to him. But he was cut off by a swirling white mass of just pure energy.

"To slow Osmosian…to slow." Hackah chuckled as he slowly began to evaporate away until there was nothing left.

"Um…what just happened?" AMPfibian asked returning to Ben.

"Molecular transport." Kevin said, "Literally takes you apart into a cloud of molecules. Then pulls them through a fold of space time. Untouchable, untraceable. The perfect evac system. And very, VERY hard to get your hands on."

"You know your alien tech." Azmuth said, "Which erases any doubts in my mind that his master is Argoth. That somehow he broke free of one of the most secure jails in the universe."

"We better let Grampa know." Gwen said, "I mean, if he's planning to attack here…"

"YOU can let him know." Azmuth said, "As for me I'm getting off this rock and back to Primus. He won't be able to track me there. I'll be safe."

"And what about us? What about the person you have to keep safe?" Ben asked

"As long as that Omnitrix exists, they won't dare hurt her. But Ben, until I have a way to save her and stop him, I need you to watch it for me."

"Then, you trust me?"

"If only because I have little choice. Luckily I know where I can recover some technology to create a teleporter." Azmuth said, "But letting the Plumbers known just how serious the situation is, but I have my own things to do."

"Well be safe." Gwen said, "We don't know how many of these guys will be coming."

"I didn't get this old by being stupid." Azmuth said, "I'll see you guys again once I'm able to destroy that abomination of my invention."

"So…where do you plan on getting enough alien tech to make a teleporter?" Kevin asked.

"If you're wondering where _you_ can get your hands on that kind of alien technology, I'm not telling." Azmuth said, "Luckily, I can fire off a short range teleport. That way someone won't be tempted to follow me." Azmuth then disappeared in a flurry of white.

"Man, sometimes that guy can be a real jerk." Ben said. "But come on, we should probably tell Grampa what's going on."

 **Max's Plumbing…**

A small plumbing shop. Nothing unusual about it. Except for maybe the complete lack of customers.

"Glad it's empty." Ben said, "makes this part seem a lot less weird." The trio went into a bathroom with an 'out of order' sign on it. Kevin instantly held his own nose.

"Man, does he HAVE to pump in the old bathroom smell?" Kevin complained.

"Helps with the illusion." Ben said pulling the chain attached to the toilet activating the secret elevator down into the hidden plumber base.

"Don't like how we have to get here, but gotta love all that is here." Kevin said spotting the numerous plumbers going about their business. Before too long, they found an older heavyset gentleman with greying hair and a Hawaiian shirt.

"Hey kids!" Max said. "I had just managed to whip something up. Want some?"

"Sure what is it?" Gwen asked.

"Centurian Goulash." Max responded before a tentacle popped out of the pot and began to thrash around. Max quickly pulled a blaster and zapped the tentacle back into the pot, "Guess it's fresher than I thought." He joked.

"Um…no thanks. I'm not hungry right now." Ben said. "Hey um, Grandpa, what do you know about a guy named Argoth?" Max seemed to freeze with that name.

"How did you learn about it?" Max asked, suddenly turning serious.

"Azmuth said that Argoth came after him. Made him build this." Ben said showing him the Omnitrix made under distress. Max gave out a sigh.

"So it is true then…" He said, "Listen, Argoth is a serious threat. He destroyed 3 star systems before coming into our neck of the woods. A lot of plumbers where lost trying to contain him. We held him in a gravitational cell around a black hole. But somehow he reverse the polarity to make the cell pull him to the station. But, when the station was destroyed, and the cell wasn't found, we assumed there was a miscommunication."

"But now you know it's real." Kevin said. "Right now Azmuth is trying to put together enough alien tech to teleport himself back to Primus. Any idea where he could get that level of stuff here?"

"There's one place. The Undertown. An alien shanty town that was built during the purge." Max explained, "If there's enough tech to teleport, it's there. But while you're here, there's something I wanted to talk to you about."

"That can wait grandpa." Ben said, "I know just the guy to get directions from. And probably not the best idea to wait around." The group headed for the exit in the hurry set by Ben.

"Ben wait!" Max shouted trying to get him to stop, "You probably should…" Max stopped when it was clear that neither Ben, Gwen, or Kevin where going to wait.

 **Baumann's store…**

Ben, Gwen, and Kevin approached the counter, empty save for a single figure eating there. "Hey Mr. Baumann, what do ya know?" Ben asked as they reached it.

"Oh, hello Ben." He said not at all happy to see the teenager, "I don't suppose you're just here for the food."

"Sorry, on official business." Ben responded.

"Great, there goes my store…" Baumann said under his breath.

"Listen Mr. Baumann, we won't trash your store." Gwen said, fulfilling her role as voice of reason, "We just need to know if you know where something called the Undertown is."

"I may or I may not." He said, "The aliens living there are trying to keep off the radar. I'm not sure if it's the best thing to tell you."

"Listen, there are some guys looking for someone we think is there." Kevin said, "And these guys blow things up first and ask questions later. It's best if we find it before them. We can just wait here, and if a guy who lives there shows up, just give us a sign."

"Okay, you can wait. Just don't break anything and don't draw attention to yourself." Baumann responded.

"Alright, going stealth mode." Ben said, "Let's see…which of these guys should I pick, how about…you!" Ben said slamming down the the green flash, he stood as a broad-shouldered alien with patches of yellow armor, a white body, and several black markings around the armor even forming a pants-like pattern. The second Ben moved however, a stack of nearby cans came crashing down.

"Uhhh, sorry." Cannonbolt said.

"Ben, Cannonbolt doesn't exactly scream 'stealth mode'." Gwen said using her fingers to emphasis 'stealth mode', "Plus, we can't exactly do that."

"Plus like three guys recognized me already." Kevin said earning a look from both Gwen and Cannonbolt, "You know, from totally legitimate business dealings."

"Just, don't break anything please." Baumann pleaded. Cannonbolt attempted to sit on one of the stools, but his sheer weight caused it to collapse under him. Cannonbolt struggled a bit but got back up and bent two stools together to share his weight and stay from collapsing. Baumann simply face palmed and tried to continue working normally. Ben's stomach began to growl. He looked over and saw that the other figure at the counter. Despite the fact he was only nursing the soup, he had what appeared to be a burger, mostly untouched.

"Hey, you gonna finish that?" Cannonbolt asked, judging the burger not being all that weird. Without protest the stranger slid his burger over to Cannonbolt.

"That will be about the only time that would work." Gwen said.

"How about sending that drink this way?" Kevin chimed in, it getting sent along the counter too.

"Okay, maybe then too." Gwen said. Before Ben could even take a bite, the doors burst open. A lanky alien with a black undersuit, red armored vest, glowing boots and gauntlets, a flat steel mask with blue glowing eyes, and a hood made of a scarf leaving two trails behind him. He was accompanied by a series of robotic allies that resembled saucers with long and large spider legs.

"Alright!" The what could almost be described as a space ninja shouted, "Listen up, I know someone in here knows the location of the Undertown. And my master wants it." He approached the main counter and pulled a red katana with electricity traveling along the length of it. "You, getting all this alien cuisine can't be easy on a planet such as this. So you must know where they all stay."

"Listen I don't want any trouble." Mr. Baumann said.

"Shame. Some just found you." The space ninja, "Unless you tell me where the Undertown is."

"Hey buddy, the guy said he doesn't want any trouble." Cannonbolt said, "So why don't you just back off."

"Stay out of this Arburian Pelarota." He retorted, "Unless you want to join your species."

"Ben please just do what he says. I can't take another fight here." Baumann pleaded.

"Don't worry, we got this." Cannonbolt said, "Listen buddy, the man said he didn't want trouble. So why don't you just turn around and walk out."

"Or what? You'll force me out?"

"And if I say yes?" The ninja-like alien struck at the ground in front of him. "Okay. Guess we do have to do this the hard way." Cannonbolt rolled himself into a ball and headed straight for the enemy, who effortlessly jumped over the rolling alien, making him crash into a series of shelves.

"Not again…" Mr. Baumann rolled.

"We'll clean that up." Gwen said.

"Yeah, yeah, I hear that all the time."

"Droids, battle formation!" The space ninja yelled as the droids moved forward. Blasters and small missile launchers appeared and opened fire with lasers.

"Contego!" Gwen yelled creating a large shield of mana to protect her, Kevin, and the counter. "Kevin, I think it's time to armor up."

"Got ya." Kevin said grabbing a stool's metal pole and coated himself in the same kind of metal. Gwen lowered the shield before tossing a few orbs of Mana at the droids, barely hurting them but causing slight damage.

Kevin charged at them, jumping up and bringing both fists down on the top of a droid slamming it into the ground. Meanwhile, Ben had managed to get back to his feet, and once again began to roll at the enemies. This time rather than dodging the oncoming ball of destruction, he caught the ball against the side of his katana.

"Give it up." The ninja retorted, holding the still spinning ball in place against the sword, "We're getting that information." He swung the sword, tossing Cannonbolt back. The droids continued to fire, Gwen having re-raised the shield to hold off the blasts. The stranger just continued to eat, at one point using the spoon to deflect a stray laser blast back at the droid who fired it.

"This fight is killing my store!" Baumann said hiding behind the counter, "Can't you finish it sooner? Call in some back up or something?"

"We have this under control!" Kevin said holding on to one of the droid's legs as it swung him around, trying to shake him off. "Although, some back up would be nice." On this note, the stranger leapt into action, tossing off his cloak.

Under the garment was a man in his early 20's with a cat-like appearance, periwinkle fur, and white skin for his face, red eyes with white irises. He was wearing a blue and black armor with a strange looking tool mounted on his left shoulder.

Instantly this new alien grabbed the device, revealing it to be some kind of gun and opened fire, taking down the drones, before firing off a shot that transformed into an energy net, ensnaring the alien ninja.

"Whoa." Kevin said, "Wasn't entirely serious, but thanks for the help."

"Who are you?" Gwen asked.

"My apologizes, my name is Rook Blanco, I am to be the newest member of your team." The alien answered.

"A new teammate?" Ben asked, "I don't know, we kind of have everything under control."

"Magister Tennyson assigned me to your team." Rook responded.

"Grandpa Max assigned you to us?" Ben asked, "Well then, I guess welcome aboard. I'm Ben, this is my Cousin Gwen, and this is Kevin."

"I know who you are." Rook said, "I am greatly honored to join your team."

"Yeah well I do wield the Omnitrix. Saved the universe like a hundred times." Ben boasted.

"And he's incredibly humble." Gwen added.

"I am aware. Your adventures are required reading at the plumber academy."

"No way, there's a whole class about me?" Ben asked hopeful.

"Actually it's just a chapter and a half." Rook stated.

"Oh. Well, I guess it's better than nothing."

"Careful Ben, much bigger of a head and I'm worried it'll pop." Kevin joked. "By the way, where'd you get that cool piece of tech?"

"This is the Proto-tool, the single most versatile piece of technology in the known universe." Rook explained. "Of course I made a few modifications to it of my own."

"No way? That's a real Proto-tool? Man I never thought I'd see one." Kevin said, "And you made some of your own modifications? Man that's impressive."

While the group was discussing the new alien's joining of the group, the alien ninja had managed to force his katana into the net, slicing it open.

"Another player on the field won't change a thing." He said, "I'll still annihilate you and everyone here." A loud beep came through the air and the ninja activated a communicator on his wrist.

"Nazak. Change in plans." The voice on it said, "The location of the Undertown has been found. Return to the ship."

"Understood." Nazak said, "Request permission for a cleanup charge."

"Permission given. Transporting." Just like that, a bomb seemed to materialize before them. It activated, shielding itself with a dome of red energy.

"Well it's been fun." Nazak said sheathing his katana. "But I'm afraid that this is the last time we'll see each other. So long. Forever." He activated a button on his wrist and disappeared in a similar manner to Hackah.

"Everyone stand back. I got this." Cannonbolt said starting to roll straight at it. Before being bounced away by the shield. On his return trip, the Omnitrix began to let out a beep and in a flash of red, the normal Ben Tennyson rolled on the ground a bit. "Okay, I don't got this."

Gwen encased both her hands in mana and hurled the orbs at the bomb, but like Cannonbolt, the projectiles where reflected off the shield surface. "No good, my mana isn't hurting it at all."

"My turn." Kevin said cracking his steel laced knuckles before swelling the fists. The Osmosian-hybrid charged it and threw a series of extra powerful punches, the shield holding them all off. "And I'm out. New guy, think you can take this?"

"As I said, my name is Rook, but I'm sure I can do something." He took the Proto-tool and activated a scanner function. "Level 10 tech, this will be a bit of a challenge." A light chime was heard.

"Oh cool the Omnitrix is back up. Don't worry, THIS time I'll take care of it." Ben said slamming down the dial. Once again the hero transformed. This time he transformed into a humanoid alien with a black back and green front. Numerous green lines resembling circuitry ran across the back and the black formed a stripe down his front that then split to the two hips. "Upgrade? Seriously? Azmuth if we survive this you and me are going to have a serious talk." Ben attempted to merge with the bomb, but the shield zapped the parts of him he tried to pass through it. Trying a backup plan, he fired his eye laser, but the shield again managed to hold him off.

"Uh, Ben." Gwen asked a little concerned.

"Little busy here." Upgrade said still firing his eye laser. Another laser burst cut through the air, revealing the drones where not yet defeated.

"Well at least Upgrade can be useful here. Rook, tag out." Rook just gave Upgrade a confused look, "It means switch places." Rook nodded going back to trying to disarm the bomb. Meanwhile Upgrade stretched out and melded to one of the drones, opening fire with its laser against the rest of the group.

The battle continued, the drone Upgrade had taken control of suffering damage forcing him to abort control of it and switch to another. "Rook, how is it going with the bomb?"

"I'm afraid not well Mr. Tennyson." Rook said, "The shield is controlled through a randomly encrypted algorithm. If I could figure out the pattern I'm sure I could crack it. But that would take longer than we have."

"Okay then, what's plan B?" Ben asked, the drone being destroyed forcing him to switch control to another one. Rook's answer came in the form of loading a missile into the Proto-tool and blowing a hole in one of the walls.

"What are you doing?" Mr. Baumann asked panicking.

"We have to move the bomb to an empty area so it can detonate safely." Rook said.

"On it." Kevin said managing to pick it up by the shield. "Man, this thing is a lot heavier than it looks."

"Wait, I think I have a plan." Upgrade said disconnecting from the drone and forming back into his normal form before hitting the Omnitrix symbol on his chest. When the flash that came cleared he stood as a small gremlin-like creature with a white body suit, black mask, black fingerless glove, black toeless boots and a pair of goggles on his forehead.

"Break! Break! Break!" Jury Rigg yelled dashing all around the remains of the various drones taking them apart.

"Was that really the best choice here?" Kevin asked seeing Jury Rigg seem to ignore the bomb in full.

"Fix! Fix! Fix!" Jury Rigg swapped gears, now putting the parts together. Before too long a catapult-like tank began to form. It came right at the bomb, forcing the team to scatter. The device grabbed the bomb and prepared to toss it.

"Wait!" Rook said keeping Jury Rigg from pulling the lever to toss the bomb. Rook began to look through the Proto-tool, again in a different formation.

"What are you doing?" Gwen asked.

"It needs an empty area." He said. "There! That building, it's safe!" Jury Rigg gave a laugh and pulled the lever tossing the bomb into the abandoned warehouse before it detonated. Jury Rigg switched back to Ben after the catapult tank fell back apart.

"Okay, maybe that was the right alien for the job." Kevin said.

"Yes, that was a most brilliant plan Mr. Tennyson."

"Just call me Ben dude." Ben said.

"Very well Ben dude." Rook said taking the figure of speech literally.

"Great, this again." Ben moaned. Mr. Baumann finally came out from behind the counter.

"Okay, I'll tell you where Undertown is." He said.

"really?" Ben asked, "Just like that? What changed your mind?"

"Because of what happened to my store!" He shouted, the group looked around, seeing the total destruction caused by the fight, "I just want it over. Here, this map will show you where to find its entrance, now please, just leave and don't do anymore damage to my store."

"Well thanks." Ben said taking the map. "Well, at least this is where Azmuth probably is."

"Not to mention it seems that that man's master had figured out where it was as well." Rook said, "We should probably hurry. I don't want to think about what could happen if they beat us there."

"Wish we knew if that Nazak guy is working for the same guy Hackah was." Gwen said.

"Well he used a molecular extraction. So I would say there's a good chance at it." Kevin said. "So I have to agree with Rook. We gotta hurry. I'm worried about what those guys could do to a shanty town."

"Don't worry, they'll come to take on a defenseless town, but when they get there, they'll find that it'll be a bit more defended than they thought." Ben said waving the map.


	2. It Begins Again Part 2

Following the map given to them by Baumann was surprisingly easy. It was hard to fathom that other residents of Bellwood hadn't stumbled upon this Undertown by sheer accident. The second they found the alien shanty town, they stood there in shock.

"Wow…" Ben said seeing the city for the first time.

"How did they get all this up without anyone noticing?" Gwen asked as they began to walk the streets among it, seeing all the different species of aliens.

"More importantly, where does this guy get off charging so much for a simple magno-wire connector?" Kevin asked outraged being distracted by one of the merchants.

"Hey buddy, next time you smuggle a piece of tech off world you get to set the price." The merchant retorted.

"Kevin, we're here to investigate, not shop." Gwen reminded him.

"Right, sorry." Kevin said before turning back to the merchant. "I might be back." As they walked through the streets of the shanty town, they heard a familiar voice yelling.

"I'm telling you this thing is a piece of junk!" The voice, no doubt Azmuth shouted, "I'll never be able to make a decent teleporter off this!"

"And as I've been trying to tell you it still works!" a Kineceleran merchant said, rapidly tapping his claws against his stand.

"It works for a ship navigator, not for a teleportation calibrator!" Azmuth said. "Forget it, I'll find someone with an actual teleporter, and someone who actually understands teleportation!"

"Azmuth! Glad we found you." Ben said as the group moves up to him.

"So you are Azmuth? It is a great honor to meet you." Rook said.

"Well at least one of you knows some respect." Azmuth said, "But why are you looking for me. I told you, I'm going to build a teleporter and return to Primus. As long as he thinks I have that Omnitrix horror they won't dare hurt her."

"Azmuth, no offense, but you're dead wrong here." Kevin said, "These guys already are tearing things up to find you. If they find out you went off world, they'll tear part this whole galaxy just to find Primus. Then they'll tear it apart to find you. Do you really want to risk that?"

"Kevin, I am barely ever wrong." Azmuth said. "I am well aware that they will probably come after me. But I need time to think. And for that, I need to be hidden. Primus is the best place for me to be hidden."

"Do you even have a plan?" Ben asked.

"The beginnings of one yes." Azmuth said, "For now, it'll take time to get it truly working."

"Unfortunately I don't think we have that." Gwen said. A Mechamorph was nearby, scanning the area as if he was looking for something, or someone.

"Think that's Hackah?" Ben asked.

"Do we really want to risk it?" Kevin asked.

"We don't have a choice. I'm still missing parts." Azmuth said, "Now that they know where this place is, I won't be able to look for the parts as easily as before. We'll have to get the parts now."

"We'll have to force him to leave." Rook said, "If me and Kevin help Azmuth collect the parts he needs for a teleporter, perhaps Ben and Gwen could draw his focus somewhere else?"

"That's a pretty good plan Rook." Ben complimented.

"I did very well in tactic training back at the academy." Rook said.

"Then you would know not to spill your plan in the middle of the street." Hackah said beginning to form. "Thought I saw you fools here, so I slide along the ground. Trying to draw my focus…it was a clever plan. Shame I overheard it." He began to compress himself before growing back into his battle form.

"Oh my, it would seem that he was able to assimilate a series of very powerful technology." Rook said.

"Yeah, he's a real pain." Kevin said as he finished the transformation.

"Battle mode engaged." Hackah said, "This time, you aren't getting away."

"Azmuth, get the parts you need. No haggling. We'll try to drag this guy back out onto the main streets."

Azmuth looked at Ben. "Very well. I'll have to make do with what's around. Be careful Tennyson." Azmuth began to move, but was instantly stopped and lifted as Nazak appeared in view.

"You really think we'd be stupid enough to come after you individually?" Nazak asked. "For someone so smart, you can really be stupid."

"Let me go!" Azmuth demanded.

"Like I would ever even think of that. You have a lot to answer for." Nazak said. A large green flash cut through the air and in place of Ben was a large orange colored dinosaur alien. It had spiked shoulder armor, a bit of a hunch, a square face, and a leather loin cloth. And the alien just kept getting bigger, growing plates down his back and spikes along his tail.

"If you were smart, you'd listen to him." Humungousaur said, "Now, put. Him. Down."

"Hackah, deal with him." Nazak said. "It'll take time to pull off a molecular transport."

"No problem." Hackah said opening fire with a series of missiles at Humongosaur's back.

"Ben, we'll deal with him." Gwen said preparing her mana as Kevin armored up and Rook prepared the Proto-tool. Humungousaur nodded and turned back to the ninja. "So, while we're busy waiting for you to get out of here, how about I pound you into the ground?"

"Hmm…I'm torn." Nazak said, "Obviously I'm highly tempted to put this little thing down and engage you. After all, no fun in battling a target that can't safely fight back. But part of me knows I must follow my master's orders. And fighting you is not part of my orders."

"Well then I'm gonna be making the decision for you!" Humungousaur yelled charging Nazak. The space ninja jumped out of the way with ease.

"Ben! Watch it! He's still holding me don't forget!" Azmuth scolded.

"Hey, it's like the guy said." Humungousaur said, "He's not gonna let you be hurt as he thinks you have it." Humungousaur instantly realized he let something slip. "Oops."

"You don't have it?" Nazak angrily asked the Galvan scientist.

"Don't listen to the boy, he doesn't know anything!" Azmuth said.

"He's lying." Hackah said. "The boy must have it." The Mechamorph turned his battle form to stare down Humungousaur. "So, why don't you hand it over? I can't speak for these people's safety if this battle resumes."

"Then I guess I'll just have to end this now." Humungousaur said pressing the omnitrix symbol and again transforming into AMPfibian. "AMPfibian!" This time, instead of being able to strike the Mechamorph, he was dragged to the ground in pain.

"You didn't think that same trick would work twice did you?" Nazak said, "I came prepared, laid out a few energy nets while you were all busy with Hackah. Electrical aliens trapped in them have their own power turned against them.

"To bad we don't have that problem." Kevin said cracking his knuckles before grabbing the stone floor covering himself in the same substance, Gwen summoned up her mana, and Rook take aim with the Proto-tool.

"Yes, but none of you have the power needed to take me on." Hackah said lowering his primary turret at the three. AMPfibian had managed to reach a tentacle to his chest and in a bright flash he shifted. This time he resembled an armored velociraptor with a black body suit with numerous light blue markings and strips along it.

"XLR8!" he yelled out. "I'm afraid your energy net won't work on me. And of course, I'm more than able to escape. Try to keep up." XLR8's visor dropped down and in a blur he was gone.

"Not very smart to have him leave you." Hackah said.

"Ignore them!" Nazak said, "They're worthless to us. He's the one we need."

"….Very well." Hackah said beginning to re-morph his body into some form of fighter get with 4 wings arranged in a crude X shape. "Ariel pursuit mode." Nazak jumped onto the back of the fighter before it took off in pursuit of XLR8. Kevin, Gwen, and Rook ran out to the streets.

"Great. I don't know where they went. And I don't think my car can catch them." Kevin complained.

"Well it's a good thing I have something a bit better." Rook said switching the Proto-tool into some kind of hand computer and imputing a few commands. Almost instantly a truck with 'Max's Plumbing' drove up.

"A delivery truck. Yeah, that'll catch them." Kevin said sarcastically.

"Please, that is merely the disguise." Rook said pressing a few more buttons. The vehicle changed to a brown and white armored vehicle.

"Whoa, what is this?" Kevin asked.

"This is the Proto-TRUK. It's an all-terrain vehicle. It does consist of some firepower, but not much. More meant for travel than battle. I've made a few modifications to it."

"So it's a Plumber squad car?" Gwen asked.

"I suppose that is a simple way of thinking about it." Rook responded, "But I'm sure it will manage to find them."

"Well let's see how it works." Kevin said.

Downtown Bellwood…

"Can't you take a clean shot yet?" Nazak asked angrily.

"It's not my fault!" Hackah said, "I just barely manage to get him in my sights. I don't have forms designed to catch a Kineceleran!"

"Then open fire and take out everything that moves!"

"Gladly…" Hackah said. Several compartments opened, each one releases a small volley missiles. The explosions tore open the street, XLR8 just able to stay out of the explosive range. The blue lizard stopped cold and turned back at them before shifting back to Ben.

"Hey, you guys want this?" Ben asked producing the new Omnitrix from his pocket, making sure they saw it, "Well then, you better come down here and get it!"

"Think he's baiting us?" Nazak asked.

"Seems pretty obvious the answer's yes." Hackah said, "But there's two of us and one of him. So is there much of a threat."

"I would say no." Nazak said jumping off of Hackah as he morphed back into his battle mode, "I must say boy, I don't know if you are noble, foolish, or both."

"Then why don't you come at me to figure it out?" Ben said putting the Omnitrix knock off back in his pocket.

"I doubt you'll live long enough for us to find out…" Hackah said aiming his arms at Ben and building power. The twin beams fired out to be met with a fierce green flash, and wound up striking an alien with a purple stone-like body, with various purple crystals coming from his body.

"CHROMASTONE!" He yelled out pulling the power of the laser into his body. The multi-colored energy began to form at the horn on his head before firing out in a narrow beam, cutting through Hackah's form. "Okay…I did NOT know I could do that."

"Great…nothing worse than getting taken out by a lucky shot…" Hackah said getting back to the form's feet as the damage was undone by his liquid body.

"Well then, this will be all the more embarrassing for you." Nazak said drawing his sword and charging Chormastone. He swung the energized katana through the air for it to be caught in a crystal hand.

"Rule one in fighting an energy absorbing enemy." Chromastone taunted, "Energy blades are still energy." With a powerful blast, the alien ninja was hurled back, separated from his sword.

"Not so embarrassing for me." Hackah said, "But very embarrassing for you."

"Shut up." Hackah said producing two daggers from his waist.

"You two don't really think you can beat me do you?" Chormastone taunted with his hands on his hips.

"Oh we know we can." Hackah said, "For example, you may be able to absorb a laser, but let's see you absorb some missiles!" slots on the Mechamorph's shoulders opened and a volley of missiles. The explosive projectiles cut a path through the air, but where intercepted by a series of rapid fire from the Proto-Truck.

"Ben, you okay?" Kevin asked from the passenger seat.

"Yeah, glad you guys showed up." Chromastone said, "Great ride, something you've been keeping from us?"

"Actually it's Rook's." Kevin responded.

"And it's not known as a Ride. It's actually called the Proto-Truck." Rook added.

"Figure of speech Rook." Kevin said, "We really have to make sure we teach him these things."

"That can wait." Chromastone said, "For now, we deal with these guys." Rook nodded and landed the Proto-Truck.

"Called in back up huh?" Hackah said, "Do you really think a few extra players will change the game."

"Well it's not like it's gonna hurt." Kevin said coating himself in the stone of the ground.

"You take the omnitrix user." Nazak said, "I'll take the rest."

"You just want the glory. But I can live with that." Hackah said beginning to shift into a spider-like form. "Mobility Mode." The Mechamorph spider jumped over Rook, Kevin, and Gwen to face Ben head on. Ben quickly smacked his Omnitrix symbol shifting into a crab-like alien with a large domed head, an orange shell, and small ridges along him.

"Ah, Brainstorm. This form is more than enough to take on a pathetic Galvanic Mechamorph such as yourself." The shell opened up revealing a large brain beginning to spark with power.

"Nazak, how about another energy net?"

"This is why people like you are a stain in battle." Nazak said throwing out a series of knives beginning to send energy directly at Brainstorm, who cut his power and closed his shell.

"Well well…it would seem that your 'energy net' only triggers when in the presence of electrical charges." Brainstorm said, "As long as I refrain from using my electrical charges, your next can't hurt me."

"But without those charges, you can't hurt me either…" Hackah said "How exactly do you plan to hurt me without your precious lightning?"

"With my massive brain, forming a plan to defeat you is mere child's play!" Brainstorm leapt up onto a bar of the construction site to avoid a laser blast by Hackah. "Okay, perhaps slightly older child's play."

Meanwhile, Rook, Gwen, and Kevin where having a time against Nazak. His energy blade was able to hold off blasts from the Proto-Tool and Gwen's mana, and his reflexes allowed him to easily dodge Kevin's punches.

"I have to say, at first I didn't expect to run both an Osmosian and Anodite working together. That is how you caught me off guard so easily last time." Nazak said jumping up onto the fence of the yard. "But now that I know what I'm facing, I came prepared." He pulled some weird egg thing and tossed it resulting in a blue flash. When it cleared, Kevin was no longer coated in his armor and Gwen's magic was no longer focused around her hands.

"What the…" Kevin asked trying to re-armor himself. "I can't armor up." Gwen tried to power up her mana, but like with Kevin it didn't respond.

"My mana's cut off too." Gwen responded.

"I think that was a power nullification field." Rook said, "Don't worry, the effects will fade, but for now, perhaps it's best if I handle this fight solo."

"Hey, I can still fight." Gwen responded.

"One earth style." Nazak retorted, "I however, I know seventeen styles from throughout various galaxies."

"Yeah maybe it's best if you let the guy with the alien weapon and armor take him." Kevin said.

"Which of course is why I declare nekath." Nazak said. Gwen and Kevin just shared a confused look.

"It is a tradition of a species that I am believing he is a member off." Rook said, "It is a challenge that only allows the fighters to use melee weapons. No bombs, no blasters, nothing like that."

"So, last time I checked you aren't one of him…are you?" Kevin asked.

"No. I know of it from Plumber Academy." Rook said. "But as a plumber, I cannot go against a duel of honor."

"I was hoping you'd say that." Nazak said unhooking the belt of daggers from his chest and tossing it aside. Rook converted the Proto-tool into its sword formation. The two charged at each other and the blades clashed.

"Do you really think you can defeat me in combat?" Nazak taunted pushing Rook away and sweeping with his katana only for it to be blocked by the Proto-Tool's energy blade.

"In truth, I don't see it likely." Rook said breaking the clash and striking again, again being blocked, "No doubt that's why you declared it."

"And your Plumber honor forced you to accept." Nazak said beginning to push Rook back. "Although I have to admit, I respect that you engaged a target you know you can't beat."

Back up on the work in progress building, Brainstorm's ability to scale surfaces was just barely enough to stay ahead of the spider bot Mechamorph.

"Have you figured out how to beat me yet?" Hackah taunted, "Child's play isn't that what you said?"

"Well, older child's play but yes." Brainstorm corrected dodging another laser blast, cutting a section of the building off, forcing Brainstorm to jump to another area.

"Admit it." Hackah said, "I have you beat, I have you trapped, you, and the new Omnitrix is mine. And the master's." Before Ben could say anything, the Cerebrocrustacean intelligence showed Ben something he would have never seen otherwise. The steel bars could conduct the electrical impulses released from his brain, and given Hackah's size, form, and consistency, he would fall directly onto Nazak's energy net. Which, if it worked the way Brainstorm believed it did, could be used to deliver a massive electrical shock to the entire system.

"As I said, child's play." Brainstorm commented flinging himself off the building, aiming for the sand bags at the bottom.

"Running won't change anything Tennyson!" Hackah yelled.

"I'm not running, rather I'm simply making my attack safe for me." His shell opened and the crab alien fired a massive electrical surge. Rather than aiming at the Mechamorph, he instead aimed for the skeletonized structure of metal. The energy flooded the steel and into the living mechanical form. Hackah gave out a scream of pain. His structure failing, he began to turn to liquid and fall, the electricity jumping from the beginnings of the building to the evil alien.

"Good plan…" Hackah said struggling to regain any form of physical form. "But do you really think that would be enough to stop me?"

"Do you really think someone as intelligent as me thought such a simple attack, albeit greatly augmented, would end this? No of course I didn't. But what it did was put you squarely in the center of your friend's energy net."

"Big deal. I don't use electricity." Hackah said.

"No, but I do, and I am safely outside of it." Brainstorm fired off a large jolt of electricity. The bolt split the second it came into the area of the energy net. Turning the whole area into an electrically charge orb. Any progress Hackah had made into regaining his solid form was strongly undone, reducing him to a liquid form unable to even move his eye in the puddle.

"There…that should finish it." Brainstorm said panting, exhausted from the massive discharge before he shifted back to Ben.

"Very…good…Tennyson…" Hackah moaned before passing out.

Even while one of the enemies was being defeated, the battle between Rook and Nazak raged on. And while the plumber was holding his own, the space ninja was very clearly gaining the upper hand.

"I have to admit Plumber, you're better than I thought." Nazak said striking the Proto-Tool forcing Rook back yet again, "But you never stood a chance in this. My skills are too much above your own."

"I see that." Rook said blocking another blow, "But I am still able to fight."

"Then this is going on to long." Nazak said rushing Rook, sweeping out his legs and catching Rook's, causing him to come down to the ground, "I believe I win." While Rook was on the ground, Kevin was continuing to try to armor up. Only this time, he had managed to do so.

"Hey bad luck ninja freak." Kevin said once again covered in stone, "Power's back on!" Kevin had managed to catch Nazak off guard, allowing his stone fist to collide with the ninja's mask. Nazak returned to his feet, only to be captured by a field of mana.

"You broke the oath! Neither of them were allowed to help you!" Nazak spat.

"Except you finished the fight." Rook said getting back to his feet. "So the rules of nekath no longer apply. I knew I would lose, but I figured I could at least keep you busy until their powers returned."

"Clever, had you grown up on my planet, I'm sure we'd have been good friends." Nazak said before the orb he was held in tossed over to the liquid Mechamorph.

"I have a message for your master before you teleport away." Ben said, channeling every action movie he has ever seen, "If he wants to grab the new Omnitrix, he'll have to deal with us. So when he decides to come down here, we'll be waiting for him."

It was obvious Nazak was giving a glare from under his mask as the molecular teleport that pulled him and Hackah out of trouble in the past, once again activated and made the two disappear.

"Really?" Kevin asked, "You really said that?"

"Yes, it did seem quite…non-heroic." Rook said thinking of the right words.

"Hey that was a cool line!" Ben retorted.

Meanwhile, Nazak and Hackah appeared in the center of a star ship's bridge. A figure in black armor stood before them. The armor has clearly undergone a series of modifications. What once was some kind of containment suit, has heavily been modified into a form of battle armor.

"So, even together, you fools couldn't take him." The armored figure said.

"Forgive us Master Argoth." Nazak said kneeling before him, "We were over confident. It will not happen again."

"It most certainly will not." Argoth said. Pressing a button, a small cage appeared. Inside it, a female Galvan in a white gown and black stripe, "Well Zennith, it seems I need you yet again."

"I can't believe you'd step so low." Zennith said, "I wish Azmuth would just destroy that thing. Even if I have to die, it will keep it from your hands." Argoth gave a disapproving snarl beneath his armor before hitting a button on the cage causing it to discharge energy, zapping the poor Galvan.

"Perhaps I've been going about this the wrong way…" Argoth said, "Demanding something for nothing, let's see if he is so willing to turn me down if he has to do it to my face. And with the whole reason it was made with me."

"Sir, is that really such a good idea?" Nazak said, "If you lose her, you lose your" A laser blast ended his sentence.

"Are you assuming there is anything I could lose to those fools?" Argoth asked.

"N-No sir!" Nazak said falling back.

"Your hand is in my face…" Hackah managed to choke out. Nazak paid him no mind.

"I'm going down to the planet myself." Argoth said grabbing Zennith's cage, "Nazak." He said before leaving the room.

"Y-Yes master?" Nazak asked.

"Be sure to clean up the mess of Hackah." Argoth said, "I don't want him melting into my ship."

Back on Earth…

Ben and company had returned to the Undertown, to find a very annoyed Azmuth.

"Well, I suppose I should thank you for keeping those guys off me." Azmuth said, "But now he knows I don't have that Omnitrix he made me build. Which means I lost my position in a bargaining step."

"Hey, I didn't do it on purpose." Ben said, "It just kind of slipped out."

"Accident or no, it happened." Azmuth said, "Which means it's not even safe for me to hide on Primus. I suppose that leaves me with just one option left. Destroy that cursed device."

"Dude, won't he frag your girlfriend if you do that?" Kevin asked.

"His name is Azmuth, not dude." Rook commented.

"It's a figure of speech Rook." Gwen responded.

"Even so, I prefer not being called it." Azmuth said, "But yes, if I destroy it, there's a good chance harm will come to Zennith. Of course, she's the only reason I agreed to do it in the first place. So I don't think it would be wise if he hurt her."

"So then, what are you going to do?" Ben asked.

"For now, I need a proper lab to build something able to destroy it." Azmuth said, "And the only place I'll find that on this back water planet is the plumber base."

"So we need to take you, who some crazy alien warlord is looking for, back to the plumber HQ, so the crazy alien guy can track you down and force you to hand over something Ben has?" Kevin asked.

"If there was a better plan I'd do it, but I don't see how there is, so yes, that's the plan." Azmuth retorted. "But in the meantime, Ben, he knows you have it, so you need to get as far away from us as possible!"

"If I may Azmuth," Rook said, "I believe it would be a good idea to keep Ben with us. He could go after either group, if we stay together, then we know where he must attack."

"You may be right." Azmuth said, "For now we stick together, but the second any sign of an attack is seen, Ben needs to get as far away from me as possible."

"Yeah I got it, come on, the sooner you get your teleporter working, the sooner you're out of my hair." Ben commented.

Once again in the Plumber base under Max's Plumbing, Azmuth was working with the parts he got from Undertown to try to make a teleporter.

"Now, once I have this done, you have to destroy it." Azmuth said, "That way he can't track the teleportation signature. Once I'm on Primus I'll come up with a better plan."

"Azmuth, we're going a lot on faith here." Ben said, "How about you explain what's going on?"

"That's none of your business." Azmuth replied flatly, welding a few of the pieces into place.

"None of our business?" Kevin asked, "We've almost been blown up and roasted protecting your butt! I think it has become our business!"

"You should not address Azmuth as that." Rook said, "He is a valuable advisor to the plumbers and the smartest being in three galaxies."

"Arguably five." Azmuth said, "But I do have to say, at least he makes a good point. They've already put themselves in danger numerous times for this. I suppose I should fill them in. You see, Argoth, the man those two are working for, kidnapped Zennith, that much you already know. And using her, he demanded that I built a better Omnitrix, a weaponized Omnitrix."

"Weaponized? I thought after Ascalon you weren't going to make another weapon." Gwen asked.

"I truly meant it too." Azmuth said, "But…I couldn't let him hurt her. So I gave in. For the most part, it's just like the omnitrix Ben is wearing. But it's meant to meld to a piece of technology. Such as Argoth's suit, turning it into an Omnitrix."

"Oh dear." Rook said, "His reputation is already fearsome, if he gains the powers of an Omnitrix, he'll be unstoppable."

"Exactly." Azmuth said, "So I installed a failsafe into this, a one shot teleportation to get away from him, but he managed to track me back here. The rest you know."

"So now you need to get to Primus since they don't know where that is." Ben said.

"Correct. From there I can hopefully find out a way to deal with him." Azmuth said, "Luckily I'm almost done. Ben, may I ask for that new Omnitrix back, he won't find it on Primus."

Ben dug through his pockets and produced the most hated thing Azmuth had ever made, but an alarm began to blare.

"Warning, incoming alien ship. Level 13 Destroyer Class." The voice on the PA said, "All available Plumbers please report for duty."

"Sorry Azmuth no time." Ben said, "Something tells me I know who that is." Suddenly, all the screens of the plumber's base began to display the image. The black armored face of Argoth.

"Attention Plumbers. This is Argoth, as you can clearly see, I have escaped your pathetic prison. My destroyer is poised and ready to strike. I will begin a full scale assault on this planet if my demands are not met." Argoth began, "First, I demand Azmuth, creator of the Omnitrix. Secondly, I demand the creation that is rightfully mine. And Azmuth, if by chance you are watching this, I still have Zennith with me. I will gladly return her to you for the Omnitrix you built for me. You have ten minutes to respond." And just like that, the screens went blank.

"I'm going with." Azmuth said glaring at the blank monitors. "Ben, I know we haven't always gotten along, but Zennith means the universe to me. I want to be there."

"You sure dude? This isn't very rational." Ben pointed out.

"I know. But…for the first time in a long time, I don't care."

Bellwood Streets…

Ben, Kevin, Gwen, Rook, and Azmuth took position on the streets of Bellwood, the other plumbers held far back, ready move in if the worst where to happen. The large ship cast it's eerie shadow down on the town. Ben took a deep breath.

"Hey! Argoth! Looking for this?" Ben yelled up to the ship showing the second Omnitrix, "Well it's right down here, come at get it!"

A beam fired down from the ship, swiping the area before Argoth and a few appeared on the ground.

"What, no back up this time?" Ben asked smugly

"I don't need them to deal with you. I see you brought both things. That sure you won't survive a fight?" Argoth taunted.

"No, just figured it was the easiest way to get you down here." Ben answered.

"Well, I may be a warlord, but I am a man of my word." A droid held out a cage as Argoth snapped his fingers. In it was Zennith, "Give me the new Omnitrix, I give you the female Galvan."

"Ben, I'm still not sure on this plan." Azmuth whispered as Ben approached.

"I know I know." Ben said, "But trust me."

Argoth and Ben stared each other down, now a mere foot apart. Ben reached out to hand him the Omnitrix. Suddenly Ben swung his foot out, to strike the alien armor. He began to hop around, clutching his foot. Argoth laughed.

"THIS is the legendary Ben Tennyson?" He asked in humorous disbelief. "Did you really think I could be played a fool with such a simple trick?"

"No, but I figured it would fool you for second." Ben said slamming down the Omnitrix. A bright green flash filled the air with Ben now standing as a large dinosaur alien. "Humungousaur!" he yelled out, knocking Argoth away with a swing of his tail. Using the swing he simultaneously swatted the droid with his hand sending it flying at the group. A mana bubble formed around the cage allowing it to float down safely while the droid came flying down to the ground and shattered.

"Are you okay Miss Zennith?" Rook asked opening the cage.

"Yes, yes I think so." Zennith said, "Thank you. I don't know if he really would have kept his word."

"We wouldn't have let him try anything." Azmuth said, "The plan had quite a few back-ups." Zennith just glared at him.

"It is your fault all of this happened in the first place." Zennith said, "I thought you learned your lesson after that sword."

"Hey guys, settle." Kevin said, "Let's just be thankful Ben's plan actually worked." As if the universe heard Kevin's statement, Humungousaur came flying through the air to crash into the ground.

"He's a lot stronger than he looks…" Humungousaur moaned rubbing his head.

"Guess this means it's our turn." Gwen said as Kevin armored up off the asphalt and Rook prepared the Proto-Tool as a bow and arrow.

"That was clever, I have to admit." Argoth said, "But it was hardly a long term plan."

"No, that comes next." Humungousaur said swelling up to maximum size. His fist came flying through the air but was grabbed by Argoth, his own strength just able to hold off the strength of the dino's punch, "What's going on? I thought this freak's armor limited his strength."

"It does." Argoth said, "Buy my add-ons have corrected that little mistake, along with augmenting it." Argoth began to turn his body, the augmented strength actually able to jerk Humungousaur's arm to the side forcing the giant dinosaur to go with it.

"All Plumbers, open fire!" Rook yelled into his plumber's badge revealing the locations of multiple plumbers, each one preparing to fire.

"Neutralize them." Argoth said. Suddenly his ship opened fire, leaving damage across the block, and neutralizing the back up, "You didn't really think I thought you'd come alone did you?"

"This is not good. He has seemed to prepared for most anything." Rook commented.

"All he did was prepare a trap in case of a trap." Kevin said, "I bet pounding his face in still works great." Kevin charged the alien warlord, who effortlessly stopped the fist.

"An Osmosian. Fighting only with the brute strength and the creation of your skin armor." Argoth said, "Shame, I was hoping to finally come across one of you who was a worthy opponent." With a powerful uppercut he both broke off a large portion of the armor and sent him flying into a nearby building.

"Gwen, you and me, we can keep our distance." Rook said.

"Good plan." Gwen commented. A flurry of mana spheres and proto-tool blasts filled the air, all bouncing harmlessly off Argoth's armor.

"You're not the only one with long range capabilities you know." Argoth began to build energy around his fists before hurling the balls at the two plumbers. Gwen raised her mana wall but it was effortlessly destroyed.

Humungousaur struggled to chase away the darkness in his vison. Rook, Kevin and Gwen where all being effortlessly thrashed by the alien warlord. All he could do was growl.

"Alright, Humungousaur won't work, we'll just have to go big. Go WAY BIG" Ben slapped his chest and in a flash he changed. It was a form Ben had never seen before. His body was comprised of various colors of plastic blocks. There where ridges down his back, a hunched over posture, and large arms. "Huh, new guy. Wonder what his thing is."

"Really Ben?" Kevin asked seeing the new form, "This is NOT a good time to turn into a guy made of building blocks!" A powerful punch sent Kevin flying again.

"Building Blocks…hey that's a great name! Bring it on freak! Come and get a piece of Bloxx!" The building blocks alien charged him, throwing a series of punches. Argoth grabbed him his arm with an arm lock and gave a powerful blow hurling Bloxx back, but keeping a bit of his arm with him. "Well, that didn't work as well as I had hoped." His body began to regenerate the building blocks.

"Man, that guy doesn't take a lot of punishment does he?" Gwen asked seeing the serious damage to Bloxx.

"Hey don't mock this guy." Bloxx said, "It's not like I did that to myself." Once again Bloxx came at Argoth, his blows being blocked by the warlord. One punch managed to slip through and crashed into Argoth's face, causing the arm to shatter. "Okay, maybe this guy CAN'T take a lot of punishment…"

"That is putting it lightly…" Argoth said hitting a button on his arm. Lightning began to dance around his fists. Then into Bloxx after his fists crashed into the other alien's chest. The intense pain forced Ben to shift back, "This is the great Ben Tennyson?" He asked lifting Ben by the shirt. "He is a child! A pathetic weakling!" he tossed Ben into a collection of garbage cans. "Now then, I think I'll be taking my new Omnitrix."

"Azmuth…" Ben groaned, "You said that the new Omnitrix can merge to machines right? What would happen if I meld it to my omnitrix?"

"An intense feedback loop resulting in a massive discharge of Omni-energy. The end result most likely being a complete energy reversal of everything in the blast radius."

"And how big would that be?"

"I…I don't know." Azmuth said, "To many variables to factor in too quickly."

"You can't be planning…" Zennith said.

"Well nothing else we're using is working." Ben said, "Is there at least something you can do to make it as small as possible?"

"If I shut down your omnitrix, the blast radius would mostly shrink down to just a few feet, but it will keep you from using it ever again." Azmuth said.

"Well odds are I won't survive anyway, so just hurry up and do it."

"Ben you can't be serious." Gwen said, "What about us? Don't you think we'll miss you?"

"Guys, this is my decision." Ben said, "So please, hold him off until Azmuth sets this up."

"It was a pleasure working with you, even for this short time Bendude." Rook said. The three turned to Argoth.

"Protecting a suicide bomber?" He asked, "This is hardly fitting of plumbers."

"Do you villains ever just shut up?" Kevin asked. The three began to attack firmly as Azmuth began to make the modifications.

"There…" He said, "I have shut down the Omnitrix, now melding them together will just use the energy of the other one. Ben, I have to say, this is the most mature decision I have ever seen in my life." Ben simply smiled, earning the rare compliment from Azmuth.

Ben charged at Argoth, slamming the secondary omnitrix on his own. "What are you doing?" Argoth asked surprised as Ben jumped at him, throwing his arms around the armored figure's neck.

"I'm overloading these things, we're both taking a one way trip." Ben responded.

"You punk! You have no right to do this!" A green flash and an explosion shockwave filled the air. Everyone was tossed back by the force, and looked in disbelief at the smoking hole. Azmuth gave an annoyed sigh.

"Ben Tennyson…I can't believe you're gone."

"Ugh…." A moan came from the trash. Rook looked into it, proto-tool drawn only to be amazed.

"Bendude!" Rook said helping Ben to his feet, "You are alive! How?"

"Ugh…I don't know." Ben said, "But hey, why argue with good news right? Even if my whole body feels like one giant bruise."

"Guys, I don't think things are all that good." Gwen said seeing something emerging from the crater. Argoth was pulling himself back to his feet, his armor sparking from the damage.

"Good try human." He barked, "But this is far from over!"

"Uh Ben, think you can transform?" Kevin asked.

"No he can't, I just done the Omnitrix." Azmuth said.

"Perhaps you should look again Azmuth." Zennith said pointing to Ben's wrist. The Omnitrix was growing, morphing. It spread across Ben's forearm, turning into a gauntlet like device. It was black in color, with a white stripe running from front to back, the dial now in the middle instead of near his wrist. It gave a bright green glow and a beep.

"Looks like Azmuth was right." Ben said getting to his own feet, "I wouldn't use the Omnitrix again. I'd use a different one. Alright brand new Omnitrix, I don't know how well you work, or who you have on you, but give me something good, someone I can use to send this guy packing!" He activated the Omnitrix and slammed his hand down. Another bright flash filled the air. Now ben was a tall black alien, with a white strip down his chest, two long antennae off his head, a plug on each of his fingers and antennae, and a single blue eye. "Huh, another new guy. This is my lucky day!"

"Ben, this is a Conductoid. They are able to absorb power and release it again as electrical surges." Rook commented.

"You don't say…" Ben said giving a smirk. "So, I can drain this guy's suit dry…" He held out his hands and energy began to flow from Argoth's armor to him, "Nice…and then I can fire it back out like this?" He thrust his hands forward, releasing a large electrical beam, strike Argoth pushing him back while tearing through the road.

"Emergency Molecular Transport…now…" Argoth said. The area around him began to vibrate, signaling another molecular transport.

"Stop him!" Rook said, "If it starts we'll never catch him."

"Leave this to Feedback!" Feedback said running to him, drawing power from the cables as he did.

"Did Ben really just name that thing Feedback?" Kevin asked.

"Yes, it would seem as though Bendude did." Rook answered. Ben was just slow enough to land a strike against the after image of Argoth, unable to do damage to the real him.

"Man…" Feedback moaned. "Hey, at least I got his ship to work with…"

Argoth's Ship…

"Master!" Nazak said, "You're armor, it's been damaged."

"The brat Tennyson…he did it." He commented, "The armor itself is fine, but my weapons have been destroyed, and the power supply is almost at zero. We'll use the photon cannon to end them from here."

"That may be a problem…" Hackah said, "Something's draining the ship's power…" On the streets of Bellwood, that is exactly what Feedback was doing.

"Okay, that should be enough." Feedback said. "You know what, I'm feeling selfish. How about I give the power back?" Once again he fired a massive beam of electricity, striking the ship and beginning to push it back before it began to disappear.

"It would seem they have used a teleport to escape." Rook said as Ben shifted back to Ben.

"But hey, we managed to chase them off right?" Ben asked, "That's all that matters right? Plus, I got a sweet new Omnitrix out of the deal."

"I don't know how that happened, it…it just shouldn't have." Azmuth said.

"I have a hypothesis." Zennith said, "When you deactivated the original Omnitrix, it reduced it to a simple piece of technology. This still created a powerful feedback loop, but without the secondary DNA grid, it was able to compensate for the excess energy."

"Hmm…that would make sense." Azmuth said, "But that would show a level of AI I did not outfit it with. Unless…yes…that would work."

"You mind filling me in on this?" Ben asked, "I mean, I'm the one with the thing on my arm. If it's gonna go nuclear, I think I have a right to know."

"Relax Tennyson." Azmuth said, "It's perfectly stable. But it would seem the AI of each of the Omnitrixes upgraded the other allowing it compensates for the conflicting grids. In fact, it's possible that it unlocked other aliens as a way to use up the extra power."

"Dude that rules!" Ben said, "But, I'm guessing you'll unmerging the two."

"Couldn't even if I wanted." Azmuth said, "The fusion would be perfect. So I guess what was built to be the ultimate weapon is yours."

"Well then, how about you unlock master control then? You know, since I just saved you and your girlfriend's life."

"Don't push your luck." Azmuth said. "Now, if you don't mind, I'm heading back to Primus. If you need me, please, hesitate to ask. Zennith, I know we haven't really spoken for a long time, but Primus was more or less made to make up for my mistakes. Would you like to see it?"

"Guess even you can still learn a thing or two Azmuth." Zennith said, "I suppose I wouldn't mind seeing it. If you really have learned your lesson." Both Azmuth and Zennith left, a teleportation system taking them to Primus.

"I must say Bendude, that was most exciting. Back home on Revonnah the most excitement we get is when the rats get into the grain silos." Rook said

"Wow, must be pretty dull." Kevin added.

"Not at all, they are very big rats." Rook responded, "Of course the legends traditionally leave out the parts where you suffer the beatings."

"No way, there are legends about me too?"

"Yes, most end with some kind of frozen blended fruit drink."

"Smoothies huh?" Ben asked, "You know, that would sound great! Come on guys! Smoothies on the guy with the fancy new Omnitrix!"


	3. The Bellwood Mermaid

SO I realized I forgot to do this for a few times. So I'm doing it now. I do not own Ben 10. This fic is the first in a series of my own idea to undo Omniverse. Seriously, that series had a lot of problems. Hopefully this fic won't have as many. So again, I do not own anything but my OCs. Now, time for episode 3.

* * *

It was a bright sunny day in Bellwood. And with the lack of alien invasions, or clues to Argoth's plans, Gwen had suggested they do something as a group in order to build team morale. Of course that's easier said than done with a blue-furred alien as part of the group. Of course this isn't a problem that a simple ID mask couldn't fix.

"Are you sure is working?" Rook asked. With the mask on, he appeared to be an average human student with Asian heritage, a blue windbreaker, black t-shirt, jeans, and sneakers. The Proto-tool has taken the appearance of a single strapped backpack.

"Don't worry about it." Kevin said, "I had to wear one a lot about a year ago. Trust me, no one will tell."

"Of course if you use the Proto-tool at all it'll shatter the holographic illusion." Gwen added, "So…try to avoid that."

"And stop scratching the mask." Kevin also added seeing the image flicker out for a second.

"Sorry, just I am not used to it." Rook apologized, "What exactly is this location anyway?"

"Don't really know." Ben said, "Some guy set it up. Just a sideshow attraction. You know, showing off some 'unknown' creatures that are just a bunch of smoke and mirrors."

"Yeah, and just think what would happen if they figure out what is under their feet." Kevin joked.

"I just don't understand." Rook said, "You deal with unseen things all the time, so we come here to relax by paying to see fake ones. It's like you playing those fighting video games to de-stress after combat."

"Don't think about it so much Rook." Ben said, "Just turn off your brain for a while man."

"But it is impossible to turn off one's own brain, even for a" Rook stopped talking when he noticed the looks from the rest of the group, "Figure of speech. Right, of course."

The foursome entered the small building. Inside was a collection of the odd and bizarre. While some of it seemed like obvious fakes, others…where strangely real.

"So according to this, this is a genuine skull of a dragon." Kevin said looking at a beaked skull.

"Defiantly looks like that map maker." Ben said, "You don't think this is him do you?"

"I doubt it." Rook said, "I believe this is a forgery. A real Draconorite's skeleton is more of like a glass. I believe this was crafted by someone who knew the shape the skeleton would take, but not the skeleton itself."

"Well that's good I guess. I mean, I expected to see fakes." Ben said, the group moved on to something that claimed to be a Bigfoot footprint, but looked just like any footprint of Shocksquatch, "Man, another fake. I know I step deeper than this."

"What about this?" Kevin asked, "Something they claim to be the legendary moth man."

"Also known as me as Big Chill." Ben said recognizing the picture. "I wonder if I can get royalties off this."

"At least this isn't alien." Gwen said, "Just your standard two headed skeleton." Rook tapped the secondary skull and it feel off like it was held on with chewing gum.

"Defiantly another fake though." Rook said. The group continued to explore the group. And of course more fakes where found. Most of which were merely fake alien objects being passed off as real life rare objects of the unknown.

"You know, these aren't bad jobs at being fakes. I mean, if we didn't know aliens we might not know they were fake." Gwen said.

"But that does bring something up." Kevin said, "Why are they all alien? Normally these things are like a fur coat on a stuffed monkey calling it a Bigfoot. But this guy, he seems much more interested in getting fake aliens."

"This thing is the worst fake of them all." Ben said, "It's just a big empty take of water."

"My apologies." A new voice said. He was an aging man, his hair starting to grey. He walked with a cane. "I am Charles Agnew. Owner of this establishment. I can guarantee you that I know nothing of any fakes. As for this, I do guarantee that inside that tank is a fully alive and real mermaid."

"I find that hard to believe. Based on everything I have read, mermaids are nothing but fantasy." Rook chimed in.

"Most people believe that." Charles said, "But they are most certainly real. I have the proof here. Sadly, she is not what you might expect…" He subtly hit a hidden button on his cane, and a bright light came from behind them. When they turned around, they saw what appeared to be a Piscciss Volann thrashing around in the tank. Only its face was blunter, it's fins where far longer and limper, and its body was defiantly female.

"See? The real thing. Sorry it's not like how the stories show them." Charles said.

"What was that flash?" Gwen asked, "You aren't hurting her are you?"

"No, of course not. Now, if you don't mind, I have other manners to address."

"Well, that confirms this guy's obsession with aliens." Kevin said watching the Piscciss Volann calm down and swim back into hiding.

"Ben, excuse me, I do not know much about your planet yet, but is it normal for someone to be carrying that level of technology to this kind of place?" Rook asked pointing to a man standing near a door marked 'private'. Inside his waistband, was some kind of blaster. Defiantly above Earth's normal technology level.

"No, it's not." Ben said seriously. "Come to think of it, anyone see that guy move the whole time we were here?"

"You know, I don't think he did." Kevin said, "You think he's some kind of undercover?"

"Doubt it." Gwen said, "These things are almost never guarded like that. Something's not right here."

"I agree." Rook said, "We should contact the Plumbers, have a formal investigation done."

"That would take forever!" Ben protested, "I vote we run our own investigation."

"I'm with Ben." Kevin stated. "Something is defiantly off here. And it's not like we have any real cause to have an investigation."

"Even given that, how are we supposed to start? These normal humans don't fall inside our jurisdiction. A true plumber investigation could probably find some way to investigate." Rook pointed out.

"Guy showcases the weird." Ben said, "And by weird I mean alien passing off as from Earth. I think I have an idea."

The ideas as it was, were to disguise Rook as a new creature for the sideshow. The disguised required him to remove the ID mask. In addition, he had to have a fur coat died blue like his fur. To help make the disguise more convincing, the Proto-Tool was kept with Kevin.

"So…what exactly am I supposed to be?" Rook asked.

"Something called the Fiskerton Phantom, was in the news a pretty good time ago." Ben answered, "It's catlike, you're catlike. It's the perfect disguise plan."

"Well, the perfect disguise would be a Revonnahgander. Since I am a Revonnahgander, not just Revonnahgander-like."

"Stop talking, start growling." Kevin said. "Gotta seem beast-like. Oh, and before anything else, this would probably come in handy." Kevin produced a small toothpick-like piece of Taydenite. "Used to have a large crystal of it, but I had to sell most of it to repair my car…for the 400th time. Still got this small amount thought, keep it on me so I can at least armor up my fist."

"How long have you been carrying that around?" Gwen asked.

"Ever since the deal with Diagon." Kevin replied, "But that's not really important. Figure Rook can use it to break out of whatever cell they keep him in."

"Thank you. I promise to make sure not to lose it." Rook said, "Now, how do we get me in there?"

"Leave that to us." Kevin said.

The group ran into the tent. "Mr. Agnews! There's some kind of weird freak thing outside!" Ben shouted.

"Yeah, if it was in here, I would pay any amount of money to see it." Kevin said with one of the worst acting jobs ever, "But only if it was alive." The idea seemed to click something inside the sideshow owner.

"You don't say…" He said, "Show me." Ben, Kevin, and Gwen lead the sideshow owner outside to fake Fiskerton Phantom.

"Um…rawr?" Rook did trying to make himself seem like a vicious monster.

"What is that thing?" Charles asked, "No matter, it's a fresh exhibit." He aimed his cane at in and pushed another button. A gunshot like sound rang through the air.

"What are you doing?" Ben asked startled.

"Relax boy, it's just a tranquillizer dart." He explained, "As your friend said, much more money in keeping him alive."

"This…was…not part of the plan…" Rook said growing disoriented before collapsing.

"Huh, that almost sounded human." Charles said, "No matter, I'm sorry but you three will have to leave. While we set up the new exhibit, the attraction is temporarily closed."

"Yes, of course. We understand." Ben said as the group left. "Alright, now we wait."

Nightfall came, but the group never strayed far from the show. As the final lights shut off, they prepared to sneak in.

"Alright guys, show time." Ben said hitting the Omnitrix. A flash and he was a chameleon-like alien. Dressed in a white spandex jumpsuit with a black line running down the back with black gloves and boots. "ChamAlien!"

"You know, shouting out the names doesn't help when we're trying to sneak in." Kevin pointed out.

"Oh shut up." ChamAlien spat back disappearing. "Now you guys just try not to get spotted." Kevin and Gwen simply rolled their eyes.

Inside the freak show thing, Rook was finally able to escape and let his team inside. Producing the small Taydenite shard.

"Thank goodness for him only holding me inside a glass cell." Rook said dragging it across the glass like a stylus. Once the circle was drawn a swift kick knocked the panel out and granted freedom to the plumber. A click unlocked the door and the unseen ChamAlien, and fully visible Gwen and Kevin.

"Sorry about that." Kevin said, tossing Rook the Proto-Tool, "Mr. Ninja here felt he had to sneak his way in. Even though we were fully visible."

"I do not understand, that alien form's name is ChamAlien, not Mr. Ninja." Rook said. A green flash and Ben was back to Ben.

"Dude, seriously, learn figure of speeches." Ben said, "Before we go into the back, I want to talk with that mermaid. She seemed…upset."

"Yeah, probably best to hear her story first." Gwen responded.

"If she really is a Piscciss Volann, it is our job as plumbers to make sure she is okay." Rook pointed out.

"Well…guess it couldn't hurt." Kevin said.

"Just please do not tap the tank. I was in a similar cage. Tapping produced a very loud noise."

"Then how do I get her attention?" Ben asked ratherly loudly.

"I think we already have it." Kevin said pointing behind Ben. The 'mermaid' was floating, clearly aware of their presence. But unlike earlier that day, she was not avoiding them, or staying hidden.

"I hesitate to ask but...you four, are you plumbers?" The Piscciss Volann asked.

"Yeah we are." Ben said.

"Oh thank the waves." She said, "I've been here praying for someone to recognize what I am."

"What's your name?" Gwen asked, "I'm Gwen, this is Ben, Kevin, and Rook."

"My name is Merina, a former citizen of the planet Piscciss." She said, "I've been on this planet for the past year, and held prisoner for the last four months."

"Why did you not try to contact us?" Rook asked, "There has been a Plumber Base on this planet for a long time."

"I'm never allowed out of this tank." She said, "Besides, I haven't had a need of the plumbers until a few months ago. That is when I was captured."

"No offense but why don't you just break out?" Ben asked. "I mean, I used to transform into your kind. I was strong, had sharp claws, and jaws that could tear into steel."

"Transform? What do you mean?" The female fish alien asked.

"Long story." Gwen said, "Please, continue."

"I could escape easily. But in addition to there not being a single body of water near large enough for a proper home, he has this collar on me. It will shock me with but a touch of the button. But it is not just because of me. When I first came to Earth, I was just pregnant. Since then I have laid my eggs. Eggs that monster now keeps from me to insure my compliance."

"Dude, that's low." Kevin said, "I mean, keeping children away from their parents? I've seen a lot of crud, but that takes the cake."

"It gets worse." The Piscciss Volann continued, "I know just where they are. I know, but I can't do anything about it."

"Where are they being kept?" Rook asked, "We will retrieve them, along with getting you out and somewhere safe."

"Thank you." She said, "He keeps them in his office, at the back of the building. I've spent every moment once the humans leave thinking what might be behind there, what he's doing to them."

"Fear not, as Plumbers it is our job to spread peace for all beings. We will retrieve your eggs and liberate you from this unlawful containment." Rook said.

"Yeah, what he said." Kevin added.

"Good luck, he never leaves his office unlocked, and it's locked with a numerical code."

"Nothing we haven't dealt with before." Gwen said. Rook took out the proto-tool and held it to the numerical lock.

"Well, think you can crack it?" Ben asked.

"I am sure I could, but this is fairly advanced, well beyond Earth's technology standards. It will take me some time to figure out the combination." Rook answered.

"Yeah, I think I have a quicker way." Kevin said putting his hand on Rook's shoulder, his body becoming coated in the material of the proto-tech armor. Kevin morphed his one hand into the makeshift blade running it through the control panel of the lock. With a swift tug, he pulled his arm out and kicked the door open. "And we're in."

"Uh Kevin, did it occur to you that the guy will notice his door being busted in?" Gwen asked.

"Would you rather be here all night?" Kevin asked back.

"Guys, we should focus here." Ben said, already inside the office, "Come see this." Inside his office was a series of pictures of aliens, unknown pictures, articles of famous fakes, so many things.

"What is all this?" Kevin asked.

"It appears to be…research." Rook said, "This is not an office, it is where he produces his fakes."

"No this is an office alright." Gwen said looking through papers, "Financial and staffing records. He probably keeps the faking stuff in his office so only he sees it."

"Jackpot!" Kevin said removing the top off a crate. Inside was a series of transparent tubes filled with red spheres the size of golf balls. "I'm willing to bet that these are the eggs for Merina."

"AGNEW!" A voice shouted, followed by a series of fast approaching footsteps.

"Someone's coming!" Ben yelled quietly, "Come on, we gotta hide."

"Easy for the guy with the device containing the invisible alien!" Kevin said, "What are we supposed to do?"

"Don't worry, I'll draw his attention with ChamAlien while camouflaged." Ben said activating the Omnitrix, "That should give you guys time to get back to Merina with the crate of her eggs." He pushed down on the omnitrix. A green flash filled the air. When it cleared, in place of Ben was a small grey, frog like alien in a black jumpsuit with a white stripe down it's chest and arms.

"Grey Matter? Really?" Kevin asked, "You know small doesn't mean invisible right?"

"Yes Kevin, I know that." Grey Matter said. "But this isn't horrible. I can still evade detection and give you guys a chance to return Merina's eggs to her. Now, for the best chance, I'll need a lift up into the vents. Rook, would you mind?"

"I can't think of a reason not to." Rook said picking the Galvan up and holding him to the vent cover, which the small alien easily squeezed through. "Okay, now you guys start collecting the egg containers, I'll distract him."

"Be careful Ben." Gwen said. Grey Matter gave a quick nod and disappeared into the vent system. A bit into the system he saw the man who was angrily walking towards the office. He had short brown hair, tanned skin, and a goatee.

"Melville." Grey Matter said squinting his eyes. "Should have guessed you were behind this. Now…what can I use…" Grey Matter gave a quick survey of the area. His Galvan brain took in each thing. "Gotcha." He jumped down, landing on the two headed skeleton Gwen had knocked a head off of earlier.

Of course Grey Matter was smart enough to know which of the skulls would come off easily. So that was the skull he aimed for. Almost instantly after hitting the skull, the hunk of artificial bone snapped off and fell too. Melville turned around at the noise. All he saw was the detached fake skull.

"Stupid piece of cheap junk." Melville said turning back around only for a banner to fall down on him. As Grey Matter began to hop to the next object to use again the poacher, an alarm began to sound. Seeing no easy way to hide or escape, he grabbed onto Melville's leg as he threw the banner off and ran to the office.

Inside the office Grey Matter let out a silent sigh of relief seeing that the rest of his team was gone. Sadly, the crate was still there, but much closer to the door. Agnew came rushing in a minute or two later.

"What happened?" Agnew asked, "Melville, did you try to steal something again?"

"Quiet old man." Melville said, "I came here looking for the cause of that siren too. Looks like someone tried to make off with our prize pig's eggs."

"Speaking of which. You really haven't been providing to the full potential you promised me." Agnew said, "I mean, yes, the so called mermaid has earned a lot of interest. But I've had to fill my show with fakes."

"Hey, it's not easy to get these things. I've spent years looking. It's not my fault these things are masters of hiding."

"Not to mention that fake Fiskerton Phantom those kids tried to make me think was real escaped." Agnew said, "I'm sure the two events are not isolated. The last thing I need is law enforcement coming down on me."

"What makes you think they will?" Melville asked.

"Because you idiot, all they had to do was see that I have payment to a poacher and it's over for me. Especially since that thing isn't legal either!" Agnew shouted, "We'll have to terminate her. I'll her stuffed, at least then I can still show off the corpse."

Grey Matter gasped at this. Surprisingly this was heard. "Melville, it would see that you have a little stow away on your ankle."

"Oh crud." Grey Matter said letting go and beginning to run.

"What are you waiting for Melville? I pay you to collect me things, so collect!"

"Whatever you say…boss." Melville said practically spitting out the last word chasing the Galvan. The large size difference made it pretty easy for Melville to close the distance between them. The Omnitrix chimed and Grey Matter transformed back into Ben, causing Melville to trip over him.

"You! Your that punk kid that blew my attempts at stealing those Kraken eggs!" Melville said recognizing Ben, "You cost me a big pay day kid."

"Yeah…about that…" Ben said backing up seeing Melville reach for a pistol-like gun. Defiantly some kind of blaster.

"I don't know how you pulled off that weird switch, but I'm betting that Agnew would pay top dollar to show that off."

"Listen, I'm not going to apologize for screwing up your poaching mission." Ben said noticing the Omnitrix fully recharged, "As for how the transformation works, how about I show you." Quickly Ben hit the Omnitrix again. This time the human transformed into a large muscular Sasquatch like alien with blue and white fur, a grey face and fingers, green eyes and black pupils. A pair of black and white pants held the Omnitrix symbol on his waist.

"Shocksquatch?" He asked seeming surprised by his own transformation. "Hey, I can roll with this eh." The yeti-like alien slammed his fists together causing a large current to flow through is body making his hair stand on end.

"What is the world is that?" Melville asked surprised seeing the electric alien.

"Oh you don't know? Good for me." Shocksquatch said winding up and throwing a punch. Melville raised his hands to his face in defense, only to see that the fist stopped right in front of his face. But a powerful volt of lightning fired off of the fist and into Melville, knocking him both back and out.

"Ben where are you?" Gwen's voice said from the omnitrix symbol on his waist.

"Oh sorry Gwen, got a little distracted dealing with Melville eh."

"Melville? He's part of this…why am I not surprised?"

"By the way, where are you three? The eggs are still there."

"We apologize Ben." Rook clearly took over the channel now, "As soon as we got near the door an alarm went off. We had to abandon the eggs and escape. We suggest you do to. The last thing we need is you being captured and put on display."

"Alright, I'll be out soon." Shocksquatch said making a mad sprint for the nearest door.

Back outside the sideshow building, the trio of Gwen, Kevin, and Rook waited, only to be startled by a loud crash with a boom of thunder as Shocksquatch came tearing through the main door before growing green and shifting back to Ben.

"Really Ben?" Gwen asked, "Was that the best way to get out?"

"Well given what I overheard as Grey Matter, I didn't really have time to be sneaky. Or the best alien to sneak with."

"Yeah we saw that." Kevin said, "Still though, I think blasting your way out was a pretty bad idea." Kevin added.

"With all due respect Mr. Levin, you used a similar method to get in." Rook said.

"Guys, we have a problem." Ben said, "He's figured out someone knows he shouldn't have Merina, he's going to stuff her."

"What?" Gwen asked shocked.

"Dude…" Kevin said.

"Yeah, that's why we need to go in there, and bring this guy's thing down." Ben said.

"I must agree." Rook said, "But wouldn't tearing down the building prove dangerous to Merina and her eggs?" The three humans glared at the single Revonnahgander, "Oh, figure of speech. Right."

"Okay, so anyone have any plan other than just rushing in there and tearing everything apart?" Gwen asked.

"Babe, I don't know if we have time to come up with a better one." Kevin said flatly.

"You're right." She said, "I guess it's just a head long charge then. Just would feel better if we know what we were up against."

"Didn't look like much aside from Agnew and Melville."

"Who is this Melville you keep mentioning?" Rook asked, "From Gwen's reaction, it would seem as though you know him."

"Yeah I'm kind of drawing a blank here too." Kevin added.

"We meet him back when we were 10." Gwen explained, "He's a poacher who was trying to steal and sell Kraken eggs."

"By the way, he remembers us." Ben said, "Pretty sure he wants us dead."

"Great…" Gwen complained.

"Relax, dude's nothing compared to Humungousaur." Ben said, "We'll go in, bust out Merina, grab her eggs, and bust out." Ben raised his hand and slammed it down on the Omnitrix and in a flash, he was a large orange dinosaur.

"Alright! It gave me the guy I wanted!" Humungousaur said.

"Yeah great Ben." Kevin said, "Now, less talking, more bust outing." Kevin armored up off the various stones on the ground and charged in, followed shortly after by the rest of the group.

"Ugh guys, problem." Gwen said, "Merina isn't in the tank." Gwen pointed to the now drained dry tank.

"There is no way they moved that fast." Humungousaur said.

"I am afraid they have" Rook said, scanning the area with the Proto-Tool. "I am not seeing anything in the area resembling a living life form. Wait…they are still in the wider area. I believe they are loading things into a truck of some kind."

"Which direction?" Humungousaur asked.

"That way." Rook answered, "If we worry, we should be able to cut them off before" Rook was cut off by the sound of smashing walls as Humungousaur tore through the walls. "Ben appears to be taking this very personally."

"Well as I said, we have a history with the guy." Gwen said, "Come on, we better catch up before Ben does something stupid."

At the back of the building, the large dinosaur alien smashed through the final wall. In addition to Melville and Agnew, a series of Melville's men where helping load a smaller tank containing Merina inside in a larger truck. "Alright, let the Ripjaws go!"

"What in the world is that thing?" Melville asked scared.

"Does it matter? Shoot it!" Agnew ordered as the other men raised their rifles and began to fire.

"Is that all you guys got?" Humungousaur asked holding his arms in front of him in defense, "Come on, I can take this all night!"

"Ben!" Gwen said before quickly raising a shield of mana to block the ricochets coming off the Vaxasaurian's scales.

"Dude I thought you said that it was just Melville and Agnew!" Kevin yelled.

"I said it didn't seem to be anyone else." Humungousaur retorted.

"Should have known you punks would have shown up." Agnew said, "When you tried to pass off that alien there as the Fiskerton Phantom, I figured you would prove to be problems."

"You knew I was an alien?" Rook asked shocked.

"You think that most of these things are almost all aliens under different names is a coincidence?" Agnew asked, "Of course I know there are aliens out there! But most people don't. So I fake some things of what people don't know, label it what they do, and pocket their money."

"So what's the freak here for?" Humungousaur asked.

"Hey watch it." Melville spat.

"My useless partner here is supposed to provide me with real rare objects and animals. But he was only able to grab me that fish." Agnew raised his hand, the guards stopped firing. "But how about we make a deal? Your shapeshifting…could make quite a good amount of money together. So how about this, I let the fish go, and we enter a little arrangement."

"Hmmm…how should I put this…" The large dinosaur said tapping his chin. He then quickly took a step forward and twisted, his tail sweeping across the ground and knocking the henchmen away, "How's THAT for an answer?"

"I think it is quite a good one." Rook said aiming the Proto-Tool at the two standing criminals, "Now, under Galactic Law regarding the imprisonment and transportation of off world visitors, I place both of you under arrest."

"Sorry buddy, me and prisons don't get along to well." Melville said opening fire with the remaining rounds in his blaster before jumping into the truck.

"Rook, you take care of Melville. Kevin, get Merina out of the tank. Gwen you and me are stopping Agnew." Humungousaur ordered.

"Don't recall you being in charge but good plan." Gwen commented. She charged up her Mana while Kevin and Rook broke off to the truck. Gwen fired off a few orbs but where deflected by Agnew's cane.

"Nice try girl. But alien junk isn't just in my exhibit. My cane is a multi-purpose tool and weapon." He gloated before pulling it like a sword and sheath, revealing a blade-like length that began to spark with electricity, "More than capable of subduing anything on this planet."

Meanwhile, Kevin and Rook reached the tank that held Merina. "Do no worry miss, we will have it open in no time. I understand you do like the air, but"

"But I'll live." She said flatly cutting the rookie plumber off. Rook nodded, adjusting the proto-tool into a blow torch like function. Since the glass was extra durable, the cutting was slow. A round beside his head forced him to stop. They turned around, Melville had a new blaster, much more rifle-like one. With an evil grin, the poacher opened fire, with Kevin and Rook jumping behind wheel wells as an attempt at cover.

"Rook, I can get her out of that tank a lot faster than you can. Mind giving us some cover?" Kevin asked.

"Yes, I believe that can be arranged." Rook said activating a shield from the Proto-Tool and leaping out from his cover to start absorbing the shots.

"Don't worry, you'll be out of here in no time." Kevin comforted the Piscciss Volann before pressing his hand against the tank as he began to become covered in a very light crystal-like layer appeared over him. He clenched his fists as one morphed into a mace while the other morphed into a large hammer.

Kevin swung his limbs, cracks spreading across the glass like a spider's web. "Okay…one more should do it." Kevin said. With one last powerful swing, he broke open the tank, causing the entirety of the water to flood by, knocking over both Rook and Melville in its wake along with Kevin.

Melville was the first back on his feet, readying his blaster again. "Better make these shots count, I hurt the capture too much, we won't be able to stuff her."

"I do not believe that will be a problem." Rook said grabbing the proto-tool, returned to the standard form. A grabbling hook fired from the barrel, whizzing so close to Melville's head he could hear it whistle past his ear.

"Hah! Missed blue boy!"

"That is true, only if you where my intended target." Rook said with a grin. Beginning to recoil the hook, no firmly imbedded elsewhere. Rook was pulled along the soaked truck floor like a slip in slide. Just before the Revonnahgander hit the edge of the truck he gave a quick kick with one leg, forcing him into a spin. This, combined with the pull of the grabble, resulted in a powerful kick to Melville's temple, forcing him to the ground.

Rook landed firmly on his feet, pulled free the grapple, and pointed the barrel of the Proto-Tool directly at Melville, "Now I believe is the time you surrender."

"Dude that was awesome!" A soaked Kevin said excitedly.

"Yes, as Ben would say my moves had a sweet, sugary flavor." Rook responded pulling out a pair of handcuffs and placed them on the poacher.

"That's not how the phrase goes dude." Kevin said before he heard a coughing, reminding him of the fish alien caught in the air. "Merina! Are you okay?" Kevin asked.

"As I said, I'll live." Merina said, struggling to stand, "My eggs…they're all I care about."

"Wait, I believe I have an idea." Rook said, "Gwen! Do you know knowledge of water magic?"

Gwen was forced to turn her attention from the battle, which she was having a harder than normal time staying in. She didn't need to ask why when she saw Merina out of the tank. "Ben, they got Merina out of the tank. I think I can help keep her hydrated but I have to stay with them."

"Go ahead." Humungousaur said, "I can take this guy." He swatted with his tail, but Agnew easily dodged, "Man, this guy is nimble for an old guy."

Gwen ran up to the side of the fish alien. "Merina, I'm going to use a spell on you. So don't resist. It'll help you breath."

"Do it." She responded. Gwen took a deep breath and raised one hand forming a half bowl around Merina's head before raising the other hand to the air. "Aquata Risa Spackwata!" Gwen commanded. The water around from the spilt tank and shot into the air. Gwen focused the burst into an arc, filling the bowl around Merina's head before closing it.

"Thank you." She said.

"Good plan Gwen." Kevin said, "Same to you Rook. Now, do you know where they are keeping your eggs?"

"No, they were loaded separate from me. I don't know where they are…" The moment of sorrow was cut off by a green flash, Ben was back to being Ben.

"Ben!" The three yelled.

"Guys, I have to focus on keeping the water held around Merina's head."

"Don't worry, we'll take him." Kevin said, "Come on Rook!"

"Right behind you."

"Well boy, seems your little shapeshifting trick wore off." Angew said, "Shame we have to do this the hard way…" He raised the Taser sword but was never able to bring it down. The reinforced glass hand of Kevin Ethan Levin met his face followed by a bolo launched from the proto-tool.

"Are you okay Ben?" Rook asked mounting the proto-tool back on his shoulder.

"Yeah I'm fine. You guys know I could have totally taken that guy right?"

"Yeah, I'm sure." Kevin mocked. A sharp cry rang out as Merina fell to the ground, electricity jumping around her.

"She still has the collar on!" Rook shouted. Agnew had managed to free his sword and cut open the bindings. The whole time holding a button on the cane head, activating the collar.

"I really have to recalibrate the containment functions…" Rook said seeing the man cut himself free.

"Poor kids, forgetting that she had that. Now, here's how things are going to work." Agnew demanded, controlling the situation, "You're going to help me load her back into the truck. Then you're going to come with me. Otherwise, we're all going to have fried fish."

"Hey Ben…the Omnitrix ready for another round?" Kevin asked quietly.

"Yeah. Don't worry, I know just the alien for this." Ben said dialing up an alien, "Hey Agnew, different deal. You let go of the sword, get that collar off Merina, tell us where her eggs are. Otherwise, we have to handle things a bit more violently."

"Hmmm…I think we'll be handling this my way." Agnew commented.

"I was hoping you'd say that." Ben smirked. "Oh, what's this I hear? Sounds like a little Feedback!" Ben smashed on the Omnitrix, but instead of the electrical alien, he shifted into a specter like form, lines rushing across his body, spines off his elbows, and a single green eye staring from under the skin.

"Ghostfreak?" Gwen asked, a bit of panic in her voice, "Ben what were you thinking?"

"Don't blame me, it gave me this thing!" Ghostfreak said.

"Ben…something does not look right with Agnew." Rook pointed out. Agnew was shaking on his feet, blood rushed from his face.

"You're right, he looks like he's seen a ghost…FREAK!" The ghost shouted floating up close to his foe, the powers of intangibility making the swinging sword useless.

"You know, I don't remember seeing any ghost photos in there." Kevin said, "Usually those are pretty common."

"What's the matter, are you afraid of ghosts?" Ghostfreak asked passing through Agnew, "Then you're really going to be afraid of what I have under this sheet." His fingers sunk into a line of the skin, and he opened it like a cloth, exposing numerous tentacles of black and white. Agnew fell back, dropping the sword and letting go of the button.

"Stop it! Stop it!" He cried out, "Please, leave me be foul specter!"

"Her eggs. Tell me where her eggs are!" Ghost freak said closing the cloth-like skin, "Or you get the full show, not just the sneak preview."

"Under the truck, individual tanks!" Agnew shouted, instantly folding. "Now please, leave me alone!"

"Rook, call in someone to take him away." Ghostfreak said, "I'll start grabbing Merina's eggs."

 **Later that evening…**

The omnitrix ultimately shifted Ghostfreak back to Ben, but not until after the other plumbers came, taking Agnew, Melville, and the guards into custody. Along with transferring Merina's eggs into a container more suited for transport. Magister Patelliday came from the ship holding a collar, much bulker than the one the plumbers removed from Merina.

"Knew I had an extra laying around." Patelliday said, "This little doohickey will cycle some water through your gills. Won't last more than an hour, but will sustain you until we get you and your eggs situated in Undertown."

"Thank you. I'm glade there are places for our kind to live properly on this planet." Merina said nodding at Gwen who let the spell fall as the former 'mermaid' quickly put on the device. She turned to the four who had managed to help her, "Thank you. I had almost given up on anyone saving me. I thought I would be Agnew's show shrimp for the rest of my days."

"It was our pleasure and duty to help." Rook said, "We are glad there was an open place in Undertown for one who needs such specific confinements."

"I do hope you'll come to visit after my eggs hatch." She said, "If they could be half the heroes you are...but I should be going. I have a lot of work to do." With some more final goodbyes, Merina and the container holding her eggs disappeared onto a plumber transport ship which shortly took itself into the sky.

"Bummer our day off turned into a mission." Kevin said.

"Eh, wasn't so bad. Kind of liked busting Melville again." Ben said as the group began to walk back to their cars.

"Personally I agree with Kevin." Rook said, "I can see why a day of relaxation becoming a duty would become, as you say, a total buzz slayer."

"Close." Ben said, "Remind me to teach you some Earth slang. Be a nice change from all those boring history books you're always reading."

"It would not hurt you to learn some of your planet's history Ben." Rook said getting into Ben's car as Gwen goes to Kevin's.

"I know all I need to." Ben said, "Don't need you sounding like my teachers." Ben started the engine, "But, thanks. For saving my butt back there. Wasn't too sure of you at first but…I think we'll make a good team. You, me, Kevin and Gwen."

"Yes, I believe we will."

* * *

Another story down. Sorry if the ending feels off. But it seemed right to me. Anyway, please feel free to review, comment, and suggest ideas for future episodes. I have plenty, but hearing more is always fun.


	4. Bad Luck Charm

In the magical world of Ledgerdomain, a powerful surge of energy ripped through the land scape. A very attractive female was launched back by the blast. She was dressed in a Magenta bell sleeved coat with black markings across it, purple boots wrapped in black belts, stark white hair tipped in purple tied back into a ponytail down to her thighs, and a purse resembling a face off her hip.

"Wretched lifeless machine." Charmcaster spat getting back to her feet. "Something like you, you couldn't even know of Ledgerdomain, how did you get here?" A large Galvanic Mechamorph in a battle mech form landed. But clearly was in a struggle to stay in his form.

"Sorry, you aren't allowed to know that one." Hackah said pointing one of his primary cannons straight out here, "Now, how about we stop the talking and you just surrender. I'm getting pretty tired of this dance."

"Seems you can't handle an area so full of the energy of life such as this." Charmcaster said, her eyes starting to glow a deep pink. "I wonder how well you can repel my spells now." An arcane rune appeared before her, and a powerful beam fired fourth. Hackah counted with a beam of science, but the beam of magic managed to push back, destroying Hackah's one arm.

"How?" he asked shock as he struggled to reconstruct the weapon, "No good, I'm weakening…"

"Yes, it would seem that your kind doesn't fair to well in a world full of mana." Argoth said walking up beside Hackah. "I suppose it makes sense. As machines, you and mana don't seem to mix. Unfortunately this can also mess with my armor's weapons."

"Yes, so it seems if I wait you out, you won't be able to do anything." Charmcaster gloated.

"Yeah, that is a problem. Luckily, we brought someone who can make use of all the magic floating around in this world." Charmcaster gave a confused look before she became surrounded by a black field of magic, feeling herself growing weaker.

"What the…" Charmcaster swept her hand, breaking the field, "You! I banished you from this realm!"

"Sorry beautiful, but turns out this place isn't as secure as you think." A new figure said. He was dressed in a blue outfit with a metal mask concealing his face.

"How did you get past the door?" Charmcaster asked preparing her mana for an attack, just for the masked figure to drain it away.

"Please, you know you can't defeat me. My ability to drain your magic will make your powers useless." He said, "As for how I got past your locks, that's thanks to my new friends."

"Ledgerdomain, contrary to your spells and tomes, is just another dimension." Argoth said, "A proper dimensional rift can get into it. Normally the door protects you from others shooting in. But a powerful enough rift on the door itself…will force it open."

"Thanks for pointing that out." Charmcaster said casting an evil glare while still facing Darkstar. "I'll be sure to reinforce the spells to keep you out."

"A bit too late I'm afraid…" A new voice said. Suddenly Nazak appeared in a flash and poof of smoke, throwing some kind of bolo around the magical ruler. "Darkstar! Best chance you have! Now!"

Darkstar literally jumped at his chance, grabbing Charmcaster, his hands glowing black, surrounding her with the same aura.

"No!" Charmcaster protested trying to blast him off, but feeling herself growing weaker by the second.

"Sorry, my wire produces an energy barrier blocking fresh energy from entering. Which means" with a snap he pulled the Alpha rune from her neckline, "You wouldn't have gotten any help from this." Without the power of the Alpha Rune, Charmcaster began to age away, falling to her knees.

"You monsters…" Charmcaster cursed. "I will make sure you are all punished for this…"

"And please tell us how exactly a powerless witch is going to stop us?" Darkstar said removing his helmet, revealing a handsome man with blond hair, to which he instantly started admiring himself in the crude reflection of his helmet.

"Shouldn't have taken your hands off me." Charmcaster said her eyes glowing pink before releasing a surge of energy straight up. The beam energy cut off, leaving her in the same position, eyes still aglow.

"What is she doing?" Argoth asked, "Morningstar! Explain!"

"It looks like just a simple projection spell. But in her state, she would need a vessel to project into." Darkstar said going back to admiring his own face, "And who could she possibly be contacting?"

 **Bellwood…**

Ben, Rook, Gwen, and Kevin where sitting around, Ben, trying to explain the concept of video games, while Gwen was again trying to convince Kevin that he needed to get his G.E.D. The moment was ended, when Gwen's eyes began to glow and a voice not her own came out.

"Tennysons, Levin, I don't know how many of you are hearing this. But I need help." Gwen said in Charmcaster's voice, "I know I have done very little to earn the right to ask for it, but please, my life and all of Ledgerdomain is at stake. Use the spell to summon the door to anywhere. Someone forced their way inside, so the lock should be busted. Please, it's taking all my magic just to contact you! Please, I beg you…" With that, Gwen collapsed, getting up holding her head.

"Uh Gwen, what happened?" Kevin asked.

"Ugh…felt like someone was forcing their way into my mind. I wasn't in control." Gwen responded.

"It wasn't just anyone, it was Charmcaster." Ben said.

"Great. Should have known after the deal with Darkstar she'd be back to her old ways."

"Actually Gwen, she was asking for help." Rook said, "I believe her request was genuine. Besides, there is nothing to suggest she is a threat."

"That's because she isn't usually on the Plumbers' radar." Gwen said flatly, "She's more against me than anything else."

"That does not mean we should not help her." Rook said, "As plumbers, it is our duty to help those who need it."

"Not too sure that extends to villains." Kevin responded.

"But you aren't going to let this drop are you?" Gwen asked.

"I am afraid that I cannot in good consciousness." Rook said. Gwen gave an annoyed sigh.

"Then I guess we don't have a choice. I mean, maybe Charmcaster has changed." Gwen said, "I couldn't have been easy for her to ask us for help."

"But real easy to set us up for a trap." Kevin said.

"I'm not a huge fan of hers either Kevin, but I don't know, I have to agree with Rook." Ben said," If she wanted to lure us into a trap, she would be a lot more subtle about it."

"Then it's agreed. We're helping." Gwen said.

"Alright fine, but when this goes wrong, I get to say I told you so."

The group of four where back at Kevin's Garage. The biggest empty space they have. Gwen was looking for the spell to summon the Door to Anywhere.

"So we're absolutely sure we want to do this?" Kevin asked as Gwen began to produce the spell. "I mean, how are we even going to get in it? We aren't really just going to try to force our way through are we?"

"I think that's the best chance." Ben said "I mean, Gwen, err Charmcaster said that's how the intruders got in."

"I just can't believe that really worked." Gwen said as the Door to Anywhere appeared before them. "I mean, the only way through is to say its real name. And Charmcaster has it constantly changing. But the program I used to get past it once should still work."

Gwen opened her laptop as a series of arcane runes began to shuffle. "Well, all we can do now is wait."

"I hate the waiting part." Ben said, "But it's not like I can just punch through the door as Fourarms or Humungousaur."

"I am impressed Ben." Rook said, "I assumed that you would have attempted to use your alien forms to make this task simpler. Much like the times in your youth when you used your alien forms for the things known as pranks."

"I'm starting to think that the reading material on me might be a bit biased." Ben said before Gwen's Laptop chimed.

"Got it." Gwen said, "Alright guys, get ready." Gwen began to recite the name as the doors began to slowly creak open.

Once inside the magical world, they began to move forward, the doors slammed shut behind them.

"Is that supposed to happen?" Rook asked.

"Not that fiercely." Gwen responded.

"And usually THAT doesn't come with it." Kevin said pointing out to the sky. A series of Scrutin began to descend upon them.

"That's a lot of those bug eyed freaks." Ben said dialing up the Omnitrix. "Alright, let's take these guys out." Ben slammed down on the dial. His muscles began to swell, green eyes began to spread across his body. When the transformation ended, he stood as a large bat-like man with his body covered with eyes save for his chest and face, with black pants with white stripes running down the front of each leg. The omnitrix symbol worn on his belt like a buckle.

"Eye Guy?" The alien form asked, "I was going for Diamondhead. But hey, I don't _see_ anything wrong with this." Eye Guy held out his arms to his side as a series of green energy bolts volleyed off him to intercept the magical fliers.

"An Opticoid, perfect choice for this fight Ben." Rook said firing at any Scrutin that came into his crosshairs, "Their abilities are perfect for swarming enemies like this."

The Scrutins opened fire with the energy bolts from their eye, a powerful beam of yellow came from each, only to be met by Gwen's mana shield.

"Something isn't right here." Gwen said, "Since when are the mana attacks of these things yellow? Kevin, a little help here?"

"You know I'm not a very good long range fighter." Kevin said, "And there isn't a lot for me to work with here. Hey Rook, that armor of yours strong?"

"Yes. In fact the proto-armor is among the"

"Good enough." Kevin said slamming his hand against Rook's chest causing his bod y to become covered with the same blue material of the armor. "Little weird feeling, but it'll do."

"Please do not do that again." Rook said flatly resuming fire against the swarm of flying enemies.

"There's no end to these things." Eye Guy said, " _Eye_ think we need to get to a better location."

"Lame pun aside, I gotta agree." Kevin said throwing a powerful haymaker punch into a low flying Scrutin. "We keep this up we aren't going to get anywhere."

"Ben, do you think you can take an alien form better suited to a retreat?" Rook asked.

" _Eye Eye_ Rook." Eye Guy said hitting the omnitrix symbol on his belt buckle. There was a flash of green light, and the finned turtle alien stood before them.

"Everyone get on." Terraspin said, "We're taking the first flight out of here."

"Ben look out!" Gwen yelled as the Scrutins fired their beams at the tortoise alien. But to everyone's surprise, Terraspin didn't seem to register the beams at all.

"Hey, that's annoying." Terraspin said, "Cut it out."

"That's right, those guys are immune to mana." Kevin remembered. "These guys can't hurt you."

"Shame the same can't be said in reverse…" Terraspin trailed off pulling his head into his shell and began to spin his flippers at high speed creating a powerful current of wind. The wings of the Scrutins caught the powerful current, sending them flying away. Shattering as they crashed into each other or the random floating debris. When Terraspin ended the gust more where coming at them.

"Um Ben, remember that escape plan?" Gwen asked, "I think we should get out of here."

"Agreed. Everyone climb on." Terraspin said pulling himself into his shell. The three climbed on the back of his shell as he released blasts of air current from the holes of his chest. He began to cut through the air with his flippers providing extra lift. Despite being the only flying beings in Ledgerdomain, the Scrutins where no match for the speed of the living hovercraft.

"So, still think this isn't a trap?" Kevin taunted as they managed to finally put distance between them and the flying cyclops.

"I don't think so." Gwen said, "The mana didn't seem right. I don't think Charmcaster is in control here."

"Is Mana really that different from user to user?" Rook asked, clearly ignorant of the use of mana.

"No two people have the exact same Mana. But this stuff feels dramatically different from Charmcaster's." Gwen responded. "Besides the color changing, I can feel the difference. Although I think I'm the only of us that can."

"Guys, we gotta go in for a landing. Omnitrix is running low on power." Terraspin said descending to a floating set of rock, shifting back to Ben before they landed causing a bit of a collapse from the rest of them.

"So, assuming that Charmcaster isn't the one in charge here, who is?" Kevin asked.

"I don't know." Gwen responded. "I don't even know where to look for whoever is behind this. I never really thought we'd be coming back here like this."

"Well, if we cannot find the person behind the attack, perhaps we could find Charmcaster instead." Rook suggested.

"Yeah great, just we have no idea where to start with that either." Ben responded.

"If we had something of hers I'm sure a tracking spell would help, but we don't have anything like that." Gwen said. "Alright, everyone stand back."

"Why, what are you planning?" Kevin asked.

"I'm gonna go full Anodite." Gwen said, "If I do, I'll be able to see all the mana around us. I'm sure I can track Charmcaster down that way."

"Since when do we have to stand back from that? You've gone Anodite tons of times." Ben commented.

"Just do it." She said taking a deep breath. Gwen's eyes shot open, glowing a familiar pink glow. The same light began to surround her until a large pulse of mana exploded off her. Much like before Gwen's skin turned purple, her eyes where white, and her hair changed to a long length of pure glowing mana. This time however, she was dressed in light gray robes that flowed off her form while simultaneously hugging it.

"Whoa." Kevin said dumbstruck. "Since when did you look like that?"

"Grandma Verdonna did show me a few tricks. Such as a more evolved form. I've been working on maintaining it." Gwen then closed her eyes and held her temple as if she was suffering a major headache, "Just using it I tap into so much more. It's like thousands of voices while being drowned in raw power. That's even with back home. Here, it's so much worse. But I can tell what mana is coming from where. So at least we can track Charmcaster down this way. Ben, the Omnitrix ready to go again?"

"Yup. One Terra-Spin coming up." Ben said slamming down on the Omnitrix instead to shift into a large insect alien. He has four eye stalks with small, barely visible, pupils, evenly sized black and white stripes, and somewhat large and set forward forelegs. A strong odor filled the air along with the transformation. This came with the sounds of Kevin and Rook gagging.

"Stinkfly? We need to travel with ya and you turn into the air ANTI-freshener?" Kevin asked holding his nose and waving the air from his face.

"I agree Ben. Lepidopterrans may be superior in flight skills. But their odor makes them very unpleasant to be around for any species with functioning olfactory senses." Rook commented.

"Hey, it's not like I tried for this. The stupid watch chose him for me." Stinkfly retorted.

"Can we focus here?" Gwen asked. Clearly her Anodite form giving her some form of immunity to the stench of the aptly named Stinkfly. "I think I can tell where Charmcaster's mana is. But I'm losing it." Gwen winched in pain and held her head again, "And I'm not sure how much longer I can keep this up."

"Then we gotta fly." Stinkfly said grabbing Kevin and Rook by their wrists, "Just suck it up and hold your breath." Gwen flew off in the direction of Charmcaster's mana with the Lepidopteran, Osmosian, and Revonnahgander in tow.

"We're almost there." Gwen said after a few minutes of flying, "I gotta revert back. She should be just over that ledge..." Gwen landed and fades back into her normal self. Stinkfly landed and flashed back into Ben allowing Kevin to run up to Gwen's side.

"You okay Gwen?" Kevin asked.

"Yeah I'll be fine. I just need a minute." Gwen said shakenly getting back on her feet. "But she's close. Come on." Gwen began to climb up the cliff they were at. Once they reached the peak, the first thing they saw was some kind of large cannon-like device being assembled by the stone creatures.

"What's going on down there?" Ben asked.

"It would appear they are constructing a large weapon of some kind." Rook said, "But I do not see any kind of power source for it."

"Hey Rook, I think I see something." Kevin said, "That Proto-Tool of yours able to work like a telescope right?"

"It will not provide much magnification, but the scope should work." Rook said pulling out the Proto-Tool and activating a scope.

"What do you see?"

"A large number of those stone creatures. There is also some young woman down there. She is dressed in purple with silver hair."

"Charmcaster!" Kevin shouted. "I told you guys she was behind this!"

"I'm afraid you are quite wrong." A voice said behind them as Hackah began to form behind them. "The witch is our prisoner, and now, you four are as well."

"You think you can take us?" Ben asked, "Then you shouldn't have revealed yourself right away." Before Ben could slam down on the Omnitrix and transform, an energy attack cut through the air hitting the rocks. From the source of the attack, Michael Morningstar began to emerge from the smoke. His zombie form having been healed thanks to the raw magic from Ledgerdomain.

"Hello there Lovely Gwen." He said smirking evilly.

"Michael." Gwen said, "What are you doing here, I thought Charmcaster kicked you out."

"Thank us for that." Hackah said, "We got in here without magic, so we brought him with us."

"Shouldn't you be morphing by now Hackah?" Kevin asked, "Never seen you stay like the blob so long."

"Unfortunately he doesn't work so well in here." Michael answered for him, "But luckily, I've never been better." The mana vampire summoned his mana and unleashed an attack forcing the group to jump aside. While the dust from the attack was still in the air, a green flash pierced through it as a red manta-ray flew out of the small cloud. Said alien had a black jump suit with a white belt and stripe down his back.

"You really think that overgrown frog has a chance against me?" Michael taunted.

"I don't have to alone." Jetray responded. "And another thing, I'm a stingray, not a frog!"

"And I've wanted to do this a long time!" Kevin shouted out earning Michael's attention. Kevin was already armored up in the stone of the ground. His stone fist collided with Michael's face knocking him back and onto the ground. "That's for feeding off my girlfriend!"

"I better get out of here. Nazak has a better chance than me here." Hackah though aloud beginning to melt down to slide away.

"Where do you think you're going?" Gwen asked as a pink wall slammed down in front of the Mechamorph. Followed by walls on all other sides of him trapping him in a cube. Michael raised up into the air.

"Big mistake, thinking you can just muscle your way to victory here." Michael said drawing the magic to him.

"Oh no you don't." Jetray said dive bombing him and firing his lasers forcing the villain to abort his magic collection. "You didn't really think I'd let you go all golden boy did you?"

"Or that we would allow you to do anything else." Rook said pointing the Proto-Tool directly at Michael's face. "I will fire if I see one move."

"Now, one of you, tell us what's going on here." Gwen demanded.

"You think I'll tell you?" Hackah asked from his Mana prison.

"What about you Darkstar?" Jetray asked landing directly next to him, "Or do I have to be all zappy for you to explain anything?"

"You're wasting your breath. I don't know anything." He responded, "I was just promised domain over this realm if I helped them capture Charmcaster. Now there was one other thing…what was it? Oh yes, now I remember. There also was the little thing of having to deal with you four."

Almost instantly stone creatures raised from the ground, grabbing each of Ben's team, smashing open the mana cage that held Hackah.

"Ledgerdomain will always work to protect its ruler." Michael said, "Shame you didn't realize that."

"Holding me won't exactly work to well." Jetray said firing off his eye lasers. A golden mana shield was raised to block them.

"Don't test us Tennyson." He responded as more of the earth creatures emerged, "But before I deliver you, a little insurance policy." Surrounding Ben in dark energy he began to drain. When Jetray's head went limp, he flashed and was back in human form.

"Ben!" Gwen shouted in concern for her cousin.

"How dare you!" Rook said, "Why do you not call off these creatures and fight us like an adult male!"

"Don't worry, he's still alive." Michael said ignoring Rook's incorrect use of a figure of speech, "Just unconscious. It was made clear. You all had to be alive."

The group was carried by the stone creatures to where the large cannon was being constructed. Close to it, Charmcaster was bound with an unknown wire to a growth of rock. Nazak and Argoth watched as the last pieces of the cannon where loaded into place.

"Finally." Argoth said, "I will finally be out of this cursed suit. I can almost taste my freedom."

"I know master." Nazak said, "Of course the girl still won't reveal what she did with the Alpha Rune."

"I will not let you use it." Charmcaster spat noticing the group of the stone creatures bringing Ben's team. "You have got to be kidding me. I called you guys for help and you let yourself be captured?"

"Not something we really planned." Gwen said. Michael raised his hand causing the ground to burst up for more spires. "You, ninja man. How about some more of that energy nullifying wire?"

"I have a name you know." Nazak said tying the rest to the spires of rock. He made sure to relieve Rook of the Proto-Tool once he bound him. "Let's see how tough you are without your toy Plumber boy." Rook gave no remark back just an angry glare.

"Ugh…what hit me?" Ben asked managing to come too.

"Oh thanks for finally joining us Ben." Kevin remarked.

"Hey, you ever have the energy sucked out of you? It hurts!" Ben snapped.

"Be silence you two." Argoth ordered. "You have been an annoyance boy. First stealing what should have been rightfully mine, then forcing me into retreat. But now, it means nothing. Once I get my hands on the Alpha Rune, I'll finally have the power to open my prison, and release the true me."

"What are you exactly?" Ben asked.

"Wouldn't you like to know?" Argoth asked. "But that is a secret that will remain with me until I feel free to reveal it."

"There is just one thing I am confused by." Rook said, "You are not in a plumber containment suit. It is very clearly your own. Why do you need to be freed from it? Why not simply let yourself out?"

"This armor is mine yes." He confessed, "But the armor under it, the very reason I was captured, THAT is the armor I seek to free myself from.

"So you're going to take the Alpha Rune and use it to power that cannon. You'll literally blast the armor to pieces." Gwen pointed out, "But anything strong enough to destroy your indestructible prison suit has a chance to kill you."

"That's where you're wrong." Argoth said, "I'll survive it no matter what. Besides, if I blast free even one part of the suit, I can escape it. But none of this really matters." Argoth got directly in Charmcaster's face, "Now, tell me, where did you hide the Alpha Rune?"

"Maybe if you hadn't had your lackeys announce that that's what they were here for you'd have it right now." Charmcaster mocked.

"Come now gorgeous, we aren't threatening to hurt you." Michael said, "Just hand us the Alpha Rune, and you can be free. Of course, I'll be the one ruling. But we can always start over."

"You get out of my home." Charmcaster said, "So help me once I'm free I'll seal your magic so you can never recover your face. And never again break a girl's heart." Rook looked back to the Galvanic Mechamorph, seeing him struggling to hold form.

"Even though you are our enemies, I feel it important to point out, I believe your comrade is in pain. Possibly even sick." Rook commented, "Of course, Galvanic Mechamorphs cannot get sick. So I suppose that can't really be the cause of his distress."

"Hackah, you said you would hold it together." Argoth said.

"I'm sorry master." He said trying to force himself back into his default form, slight pink starting to overtake the green on his lines. "I can't help it. The mana, I'm absorbing it. I can feel myself overloading…"

"Then return to the ship!" Argoth snapped. "You will be punished for this. If you were more competent, the mission would be done before this point."

"Yes sir. I'm sorry sir." Hackah said managing to shape his arm into a cannon and firing a beam creating a portal.

"So that's how you got in." Gwen said, as Hackah slipped through the portal.

"Yes it is." Charmcaster said, "They said they used the portals to force open the Door to Anywhere. But if that thing was how they did it, I don't know how they'll be getting out."

"I'll summon the door and send them on their way." Michael said.

"But the whole plan hinges on you getting the Alpha Rune from me. And I'm not about to give it up." Charmcaster commented.

"That's it." Nazak said drawing his sword. With a quick swipe and a gasp from everyone, his blade just missed the young sorceress's neck, and the Alpha Rune was found dangling off it.

"No…" Charmcaster muttered, "But how did you find it?"

"You didn't have a chance to actually hide it after we attacked you and forced you into retreat." Nazak tossed the mystic charm into the air before catching it. "Then it hit me. You were pretty sure we'd never find it. Making us think you hid it. And you did, under an invisibility spell."

"That was actually pretty clever." Gwen said.

"Yeah I know." Charmcaster said, "That's why I did it."

"But now I have it." Argoth said as Nazak handed him the Alpha Rune. "The Alpha Rune, a source of near infinite magic power. I am holding the source of my freedom in my hands."

"Ben…can you transform?" Kevin whispered, "I mean, the Omnitrix has to be charged by now."

"No good, he has my arms bound." Ben said. "Gwen, think you can manipulate it?"

"Ben you can't be serious." Gwen said, "We don't know what'll happen if we expose the Omnitrix to Mana." Gwen said. "And even if that wasn't the case, I can't manipulate my fingers enough for it."

"I can." Charmcaster said, "I should be able to do it. I mean, I saw you use it against me enough." Argoth and Nazak currently had their backs to the heroes, loading the Alpha Rune into the cannon.

"Ben, you can't be serious." Kevin said, "We don't know if we can trust her."

"Hey, I'm right here. Besides, I don't think we have much of a choice."

"She's right." Ben said, "Listen Charmcaster, just move the plunger and drop it. Anything I have has to at least be usable right now." Charmcaster nodded in agreement. Her fingers where surrounded by a purple aura while the Omnitrix did the same. The triggering plunger was raised up, then slammed down causing the transformation flash.

In the human teenager's place was instead a large tiger with wrestling boots with cut open toes, braces with fringe off the side, greet shorts, and a split open vest. "RATH!" The tiger alien yelled ripping the cable apart. "Alright, someone really useful. Now Rath is going to smash some annoying Bad Guy faces!"

Rath's shouting drew the focus of the villains. "Great. We don't need this right now. Darkstar, you're the only one who can fight easily here. Hold him off."

"Fine." Michael said causing stone creatures to appear, "But I want this realm under my control ALONE the second you are free." The stone creatures charged Rath, ready to take him down.

"You stone freaks want a piece of Rath? Well come get some! Rath will give you all the pieces of him you can handle!" Rath shouted jumping into battle, "In fact, once you've had enough, Rath will give you even more of Rath!" His large claw emerged from each wrist, effortlessly slashing through the stone bodies.

"What kind of savage is that?" Michael asked. "Fine, if these stupid things can't take you…" Once again channeling the magic of Ledgerdomain to him, Michael began to glow with a golden energy. With a mighty roar, pieces of stone was sent flying off of Rath's form.

"So, you went all golden, huh Golden Boy?" Rath asked, "Well let me tell you something! Just because you're all super powerful now, doesn't mean Rath won't still kick your butt out of this world, then kick your butt even harder once we're out of here!"

"A lot of talk from a kitty cat." Michael taunted.

"Kitty cat? RATH WILL SHOW YOU KITTY CAT!" Rath jumped at him with claws and fangs bared, but with no effort Michael blasted the irate tiger back. The mana of the Alpha Rune began to become exposed as the cannon was charging up to fire.

"Ben! How about you free us?" Charmcaster asked, "At least then you won't be being tossed around like a joke."

"Let me tell you something girl who we don't know whose side she's on yet, when Rath frees you, it'll be on Rath's own schedule and when Rath decides!" Rath yelled in Charmcaster's face. "And Rath decides to free you now!" Rath swiped at the stone with his claw cutting it and the wire holding her in half. He then proceeded to pick up the stone halves and break the spires of Kevin and Gwen before head-butting Rook's apart.

"About time." Charmcaster said, "So, do you have any real plan here?"

"Yeah, it's called punch the guy a whole lot!" Rath yelled jumping back in the battle, only for Michael's magic to overpower him again.

"How about this, me and Charmcaster will handle Michael. Rook, get the proto-tool back from Nazak. And Kevin?" Gwen said.

"Yeah?"

"Try to keep any stone creatures off us."

"Why do I always get this kind of job?"

"The rest of us lack the ability to create armor from the world." Rook answered not telling the nature of the question.

"Okay seriously, we have got to teach this guy what rhetorical means." Kevin said beginning to armor up. Meanwhile Rath was having almost no luck against Michael. His power at magic, and long range battle prowess trumped the reckless close ranged alien's strength.

"So, any last things you want to tell me?" Michael asked preparing his mana for a powerful blast into an orb around his hand.

"Yeah, Rath has something to tell you." Rath snapped from under Michael's boot, "RATH WILL DESTROY YOU!"

"Somehow I guessed you were going to say that." Michael said pointing the mana orb at Rath's face.

"Did you guess this would happen?" Gwen asked earning his attention before a large surge of mana blasted him in forcing him a few feet back.

"What did you do that for?" Rath asked, "Rath had him exactly where Rath wanted him!"

"Yeah, you wanted him about to blast your face off." Charmcaster said sarcastically. "Listen, me and Gwen will take him, you go after the tin man over there."

"Yeah yeah, you know, Rath is getting really tired of being told what to do." Rath growled running over to engage Argoth.

"So, you two are going to face me? Knowing full well I can absorb everything you can throw at me?" Michael taunted, "I am the ruler of Ledgerdomain! Nothing you two can do here can top me!"

"He has a point you know. He has a near infinite reserve of mana to draw upon here." Charmcaster said.

"You claim to be the real ruler here, do you have some kind of failsafe in case someone tried to take over?" Gwen asked.

"No. I've been busy trying to bring my father back." Charmcaster responded, "And honestly feeling a little guilty about how I treated you guys the last few times. Especially since you came to help me now."

"So sweet. I'm glad you two can bond, just as I'm about to destroy you." Michael taunted firing off two power beams of mana that was met by combined shields of Gwen and Charmcaster.

At the control panel of the cannon, Nazak was preparing the cannon before noticing Rook behind him. "So, I take it you're here for your stupid little toy?" He asked not taking his eyes off the readings, "Do you really think you can take it from me? Especially without it?"

"I believe I can." Rook said entering a battle stance. An annoyed sigh came from Nazak.

"Do you really want to do this?" Nazak asked turning around, leaving the control panel unattended, "The only reason you've been able to hold me off if that tool of yours. And now you don't have it."

"The Proto-Tool may be the most versatile tool in the universe, but it is just that a tool. A tool is only as good as the person using it." Rook said trying to strike Nazak with a high kick which was easily blocked.

At the front of the cannon Argoth was waiting for the energy to fire, tearing both his weaponized suit and the armor under it to be peeled from his true form and finally free him. One thing he did not expect however, was a human teenager turned into an Appoplexian charging him like some kind of deranged wrestler. By the time Argoth had noticed the tiger alien, he was already on top of him.

"What's the matter giant alien warlord guy?" Rath asked holding Argoth in a headlock, "Can't break out of this lock either?"

"Ugh, Appoplexians…" Argoth said easily lifting Rath up while still in the head lock and slamming himself and Rath head first into a rock formation breaking the headlock. "Always so sure of themselves. Even if they are hopelessly matched." He flicked his wrists causing energy blades to appear, "But the claws are effective at least."

"Oh you want to fight that way huh? Well that's the exact direction Rath likes fighting!" Rath said popping his own claws. With a savage primal Rath charged the armor clad alien. Rath managed to dodge a couple blows before bashing Argoth around with a few of his own.

"Yeah! Is that all you got Mr. Invincible Alien Warlord?" Rath taunted, "Cause Rath has enough to spare! Heck, Rath has DOUBLE to spare!"

"Why don't Appoplexians ever shut up?" Argoth yelled in rage activating blasters off his shoulders. Rath's look feel before a pair of laser beams blasted him across the rocks.

Meanwhile Gwen and Charmcaster's shields where broken through by the near limitless mana of Michael. To try to give themselves a breather, the two raised up to stone, but it was quickly eroding fast. "Gwen, do you think you can turn into that Anodite thing you can do?" Charmcaster asked, "If your luck has to do anything, at least stop these freaks from taking over my home."

"I don't know, if he starts absorbing my mana while I'm like that, he could wind up absorbing the whole of me." Gwen said, "Besides, I exhausted most of my ability to form that trying to use the elevated form."

"An ELEVATED form? I don't believe it, while I'm trying to defend my home you get even more from just being born into it!" Charmcaster yelled. "It doesn't matter, I think I can do something that might compensate for it." Charmcaster pulled several of the idols used to summon her rock creatures from her purse.

"How long have you had those on you? Didn't you think of using them?"

"They wouldn't have lasted two seconds before they were destroyed, if not turned." Charmcaster said, "But I only need them for one. I just haven't perfected this spell yet." She tossed them on the ground summoning the rock creatures as normal. Suddenly they all piled onto Charmcaster, cracks forming in their stone barrier.

"Charmcaster!" Gwen yelled out in odd concern for the one time, possibly still, foe. A surge of purple mana exploded off the pile of rock creatures, destroying what was left of the barrier in the process but stopping Michael's assault. When the mana cleared, Charmcaster was standing surrounded in a stone armor. Her head was wrapped in the mouth of one of her stone creatures with a visor similar to her mana barriers allowing her face to be seen. Her chest was covered by a face-like design. And several small spikes where found on both arms and legs.

"What is that?" Gwen asked.

"Something I've been working on." Charmcaster said, "you have your genes, I have this."

"Do you really think an extra layer will work against me?" Michael asked.

"It does more than just add a layer to me." Charmcaster said, "It greatly increases my power. But why don't you see that for yourself!" Charmcaster fired off a large surge of mana. Rather than absorb it, Michael had to raise his own mana wall to protect himself.

"Whoa…" Gwen gasped, "He can't absorb it all at once. You could beat him."

"Yeah, as long as this thing holds together." Charmcaster said under her breath to herself, "Gwen, I have a plan on actually beating him. But you HAVE to use your Anodite form as bait."

"You really expect me to let him drain me away to nothing? And that is a literal nothing." Gwen retorted.

"I need time prepare the spell, and the armor is the only way I can be strong enough to use it on him." While Charmcaster was explaining this to Gwen, Michael attacked again, but Charmcaster's wall was enough to just hold it off. "Please Gwen, I can tell it's already starting to fall apart."

"Alright, I think I can use the basic form." She said, "Just make it quick okay." Gwen closed her eyes and opened them, transforming into the basic form of an Anodite in a bright flash. "Alright Michael, all this power, think you can handle it?"

"Poor poor Gwen." Michael said, "Do you really think I won't be able to drain you dry just because you increased your power?"

"I hope so." Gwen said firing off a blast of mana. Charmcaster pulled a powder from the armor around her purse.

"And I hope this works…" Charmcaster said pouring it into her palm. "Sigillum Potestatem!" the powder raised up from her palm and began to flow out Michael, who had just managed to begin to siphon off Gwen's power.

"Sorry Lovely Gwen, but this is the end of us." Michael said with dark humor watching Gwen literally fade away, "But you'll always be a part of me." Gwen was too weak to give a good comeback. But Michael was so worried about absorbing Gwen's mana to notice the stuff flowing behind him. It began to flow around him, forcing him to disconnect with Gwen causing her to drop to the ground and shift back to normal.

"What is going on?" Michael asked as the glow began to swirl around him, causing him to twitch before turning his head to the sky, golden rays shooting off into nothingness. When the glow died off, he fell to the ground, aged into a grey skinned zombie-like being. "What, what did you do to me?" He asked feeling himself weakened.

"I sealed your powers." Charmcaster said, her stone armor crumbling off her, "Your body will never be able to hold mana in any sense. You can't drain it, you can't use it. You'll be like every other human who ever lived."

"Now if you don't mind." Charmcaster said, "I have a realm to reclaim." Charmcaster's eyes began to glow bright as several pulses of mana came off her.

Rook was one of the first outside the group in that battle to notice. "It would seem that your magical ally has fallen."

"A small set back." Nazak said, "But it would seem that your fighting style is different from most things I have seen."

"Yes, it is something never seen off my home world." Rook explained, "It was a shame that I never mastered it before joining the plumber's academy, otherwise I would be executing this move correctly. But even an inferior use of the stonecutter is more than enough to defeat the likes of you." Rook charged him, his fingers held against his palm. With one sure thrust, he smashed it into Nazak's face, cracking the mask.

"Nice move, but do you really think it would stop me?" Nazak asked, his voice sounding a bit different through the cracked mask.

"No, but it allowed me to get this back." Rook taunted revealing he had managed to grab the Proto-Tool back during the strike. "And given the lack of your gear during our fight, I would believe that yours isn't working. But the Proto-Tool is still functioning enough for this." In response to that, Nazak simply raised his arms in surrenderance.

"Hey guys, could use a little help here" Kevin said the stone creatures easily outnumbering him.

"Sorry about that." Charmcaster said, the flow of mana waves leaving her. She waved her hand, the yellow drained from the stone creatures and purple replaced it causing them to stop. "And now that I have that back, I think it's time to take care of the last of them." Stone creatures raised from the ground and grabbed Argoth.

"What the?" Argoth said, "Let me go!" he shouted ripping the arms off of the stone creatures. "Ha! Is this all you got?"

"Yeah, but Rath has more for you! Light speed sucker punch!" Rath roared out throwing a powerful punch square in Argoth's face before scaling a rock growth. "Meteor Elbow Drop!" He threw himself off it, crashing into Argoth elbow first. He then grabbed him and threw him up into the air, jumping up after him. "Re-Entry Suplex!" throwing his arms around Argoth's form, he arched his back and dropped down. A powerful crash and smoke filled the air.

"Master, I would hate to bring this up, but I think the Plumber is right. Without the magic user, we don't stand a chance here." Nazak said.

"I do believe a retreat is in order." Argoth said activating a transcoder. "Hackah, open the portal, we're leaving." He said as a bright light opened behind them. "You beat us yes, but you haven't won. Now that it's reached full power without firing, it has begun overloading. Soon the cannon will explode, releasing all of the Alpha Rune's power with it. Goodbye my thorns." He seemed to be smirking as Nazak and him disappeared into the portal.

"Wait! Take me with you!" Michael pleaded in vain as the portal closed.

"Looking at weak zombie guy makes Rath want to puke!" Rath said, "Now, Rath will take this cannon apart." Before Rath could rush in to break the cannon turned time bomb, the omnitrix began to flash and revert him back to Ben.

"Really? NOW you change back?" Ben yelled at the alien device on his wrist.

"This is bad. We cannot stop the cannon from overloading." Rook said looking at the controls.

"I'll try to contain it." Charmcaster said. "I've handled the Alpha Rune's power before, I might be able to trap the energy back into something."

"And if not?" Gwen asked.

"Then it'll blow just like he said."

"Well you don't have to handle it alone." Ben said, "Once the Omnitrix charges up, I can go Feedback and help drain it."

"I'm afraid that idea won't work." Charmcaster said darkly. Suddenly the Door to Anywhere appeared and the stone creatures grabbed Ben, Rook, Gwen, Kevin and Michael, "Remove them from my home at once!"

The stone creatures seemed to understand. The door swung open, revealing the middle of Bellwood. The stone creatures tossed each of our heroes and the mana vampire out into the streets. Before any of them could even attempt to make a dash back into the magical realm, the doors slammed shut.

"All that magic, my power…all gone…let me in! Return it! Undo the seal!" Michael yelled against the door slamming his fist into it. But soon he couldn't swing his fist forward due to a pair of energy cuffs attached to his one wrist.

"I doubt we need Plumber facilities to hold you without that power of yours, but your crimes still fall under our jurisdiction. Especially with the attacking of our officers." Rook said grabbing the other wrist to finish handcuffing him, "I must say, I understand why Kevin was so hesitant on helping the young woman. The way she removed us after our attempts at helping her was quite uncivilized."

"See, I told you." Kevin said, "In no way did she want us there. And the second we weren't needed, she wanted us gone."

"I don't think so." Gwen said, "I think she doubted her own ability to contain the energy. Maybe I'm still remembering when we were younger, seeing a part of her that could have made us friends, but I think she was trying to protect us.

"So do you think she survived? That she was able to handle it?" Ben asked.

"No idea. Guess we'll know if she needs us again." Gwen responded. "But for now, let's get Michael in a nice solid cell."

"Yeah, preferably one I don't have to look at." Kevin joked.

"Ditto on that buddy." Ben responded.

 **Argoth's Spaceship…**

Argoth and Nazak appeared from their portal, scars of the battle still present on them. "The original plan failed. I am sorry master." Hackah said.

"It doesn't matter, did the failsafe plan stage work?" Argoth asked. Hackah activated a button causing a tank full of pink energy to emerge.

"Yes sir, all the mana I absorbed into my system. Enough to bring me to the edge of a total system failure. It should be enough to power the weapon." Hackah said.

"Perfect. This plan may have failed, but the loses of Today's battles are the foundation for the victories of tomorrow's war."

* * *

Alright, finally got this chapter done. It was a lot harder than I thought it would be. Now I know the fight scenes a bit lame, but I'm not good at fight scenes, especially when multiple ones are going on at once. Anyway, there was a personal theory of mine used in this chapter. That Galvanic Mechamorphs naturally absorb small amounts of energy from their surroundings to power themselves. Like how in the real world animals breath.

And of course given "Ben 10: Destroy all Aliens", seemed to treat the Omnitrix being flooded with mana, I'm pretty sure tech and Ledgerdomain won't work together well.


	5. Short Circut

"Boring, boring, dull, junk." Ben said, hanging upside down off his couch flipping channels while Rook sat in the same room, looking over the proto-tool set up in a computer formation. Kevin and Gwen where currently out together leaving Ben and Rook alone for a while.

"Ben, if you insist on using your free time flipping through the channels insulting everything you come across, may I suggest you look over this case." Rook lectured.

"Rook, it's a series of robberies on laboratories." Ben responded. "Broken in with some kind of metal spike. That's pretty low tech for any alien to use in a break-in. Hardly real plumber work."

"Only a handful of humans are able to understand the science that the stolen machinery is designed for." Rook commented, "Yet the break ins appear to be from lower level criminals. The kind without any kind of connections for the proper use of this."

"Look Rook, no one can tell if these things are even connected. If something happens and that changes. Then I'll get involved." Ben probably would have said more if his phone had not started ringing, "Hello. Oh hey Kevin. What? No way! What channel?" Ben said suddenly sitting up right jumping channels to a live feed of a tennis game. "Thanks for this man. You and Gwen have a good day."

"Tennis? Ben I was not aware you were a fan of this sport." Rook said.

"Well not really." Ben said, "I mean, I kind of was into it for a while." An Asian female player appeared on the screen.

"Ah. You watch for your ex-girlfriend Julie." Rook commented.

"How did you know about that?"

"Me and Gwen have many pleasant conversations." Rook said, "But one thing she wasn't able to answer, you two seemed very connected, why did you break up?"

"I'd prefer not to go into that Rook." Ben said.

"I believe this footage is live and not too far away." Rook said, "I would see no reason we should not see her."

"Rook, it would be awkward seeing her. We really haven't spoken much since the breakup."

"Ben, she is an ally of ours, and a veteran of the Highbreed Wars." Rook said, "It would be best for me to meet her."

"You're not gonna let this drop are you?"

"It would be better if I did not." Rook said flatly.

"Fine, we'll go. But I'm taking my own car so if things start to get too awkward." Ben said.

"That sounds very fair." Rook said. The duo took their respective vehicles to the tennis court. Once there, they saw that the game was apparently still going on, leaving the parking lot free of people. Rook applied his Identity Mask before leaving the Proto-Truck to keep his alien identity hidden.

"I'm really not too sure about his Rook." Ben said, "I mean, I really haven't talked to her since we've broken up."

"Ben, it would appear that you are not over your feelings for the young Miss Yamamoto." Rook said, "If that is truly the case, then perhaps this will help you deal with these emotions."

"What would you know about relationship stuff?"

"I have a girlfriend back home on Revonnah."

"Like people haven't used that line with Canada how many times." Ben said sarcastically.

"Why would humans claim to have girlfriends in locations they do not exist in?"

"No Rook, they claim to have girlfriends they don't really have."

"Rayonna is indeed quite real."

"Yeah sure Rook." Ben said as the couple entered the tennis arena. Ben made an audible gulp when he saw her. Julie was still in the middle of her match. The duo had little choice but to awkwardly sit there while the game ended. Once the game ended, Rook and Ben came down onto the field.

"Hey Julie." Ben said addressing the tennis player. "Long time." Julie turned around with a bit of shock to see her ex-boyfriend.

"Ben. Little bit surprised. I mean, I always figured the only reason you came to these things was for me."

"Kind of was. But this friend of mine wanted to meet you." Ben said gesturing to the disguised Rook.

"Greetings." Rook said, "I have heard many great things about you from Gwen. Including how well you fought during the Highbreed War."

"Quiet quiet." Julie said. "Ben, your friend doesn't seem to be too discrete with things."

"Kind of a reason for that." Ben said looking around seeing the three of them being the only ones left. "Rook here's an alien. He's mine, Kevin, and Gwen's newest team mate."

"An alien? Really?" Julie asked.

"Yes, that is very much correct." Rook said removing his ID Mask to reveal his real appearance before re-applying it to re-engage the disguise.

"Wow, that's pretty cool. Glad to see you guys are doing great." Julie said.

"Yeah seems you really are doing pretty good with your tennis career." Ben said. Ben and Julie where both blushing a bit, something Rook picked up on.

"I would hate to stick my smelling appendage in issues that are not my own, but it would seem that you two are nowhere close to bad terms with each other. What was the failing that ended your relationship?" Rook asked.

"Wow, you really don't get Earth expressions do you?" Julie asked seeing his mangled use of 'stick my nose in your business'.

"I have been trying to learn." Rook commented.

"And Rook, it's really not your business why we broke up."

"Ben, he was just asking." Julie responded a bit harsh, "You can just tell him you don't want to talk about it."

"I have, apparently he still had to ask." Ben said nearly barking it.

"Ben, I am standing right here and have functioning ears."

"Then were where your 'functioning ears' when I said I didn't want to come here?"

"Wait, you didn't even want to come see me?" Julie asked.

"Hey you're the one who said it wouldn't work."

"Could either of you please explain the source of this fight?" Rook asked. "Everything seemed just fine until the topic of your break up was introduced."

"Have her explain it to you. It was her idea." Ben said, "Julie, great seeing you again." Before Ben was able leave even the field, his and Rook's plumber badges began to go off alerting them to an incoming transmission.

"Rook Blonko." The Revonnahgander answered the badge.

"Blonko, is Tennyson there with you?" The voice on the other end belonging to Patelliday asked.

"Affirmative Magister." Rook responded.

"Get you and him downtown! Levin and Tennyson need help. Apparently they found what is behind all those robberies."

"Affirmative." Rook responded closing the communication channel. "Ben."

"Yeah I heard it." Ben said bringing up the Omnitrix dial. "XLR8 can get there a lot faster than the Proto-Truck or my car. I'll see you down there." Ben slammed down on the Omnitrix causing the flash of green. When it cleared he was a blue furred cat-like humanoid alien dressed in something like a track suit mixed with a spandex suit. It was black in color with white boots and a white lightning bolt down the sides.

"Fasttrack? Well, at least he's still fast." The high speed alien complained, "Still gotta get a move on. I'm out." In a blur of blue and black, the alien Fasttrack disappeared out the doors.

"Rook wait." Julie said as he began to head out. "Ben's upset. I don't know how reckless he'll get. I want to come with."

"I do not know if I should allow such a request. But you are a known associate of the Plumbers, so very well." Julie gave a friendly smile before grabbing her back pack.

Downtown…

Kevin and Gwen where having a pretty okay day out. Until Kevin's car picked up a break in a nearby laboratory. Knowing that there was an open plumber file with that exact kind of thing, the couple responded. Things took a bit of a sour turn when they found the person behind the break in. A slightly overweight man in a brown overcoat and hat with several mechanical tentacles from his back.

As a steel coated Kevin was tossed aside by one of the mechanical tentacles and Gwen was focusing her mana to rebuild the shield constantly being broken by the others. Thankfully a blue and black blur came slicing through. The spines along Fasttrack's arms slicing through the metal with ease.

"Victor?" Fasttrack asked, "Wait, is this the real one or another of Elena's Nanochip creations?" As if it was the answer the cut areas of Victor began to heal and regrow in a cloud of grey, "Nanochip creation. Great."

"Thanks for finally showing up Ben." Kevin said sarcastically. "We've been a little busy with your girlfriend's dad here."

"Still not funny Kevin." Fasttrack said dodging a tentacle attack.

"Not that we aren't happy for your back-up, but where's Rook?" Gwen asked tossing a few orbs of Mana at the construct of Nanochips.

"He's on his way. Me and him where at the Tennis Stadium." Fasttrack said. Several of the tentacles lashed out, but weren't able to catch the high-speed feline. With a smirk Fasttrack rushed through the swarm of metal and sliced through the fake Victor.

"Uh Ben, I don't think that slice and dice thing you're doing isn't working." Kevin said watching Victor easily form back from the attack.

"Yeah I think you may be right there." Fasttrack said. "Guess we need something a bit more…shocking." He gave a chuckle at his own lame pun before slamming the Omnitrix symbol on his chest. The high speed feline disappeared and in his place stood a large muscular alien with a black mullet-like hairstyle with sideburns. Two large tower-like wire coils coming off his back, metal gauntlets bolted to his arms and various scars and stitching across him.

"Benvicktor!" The alien bellowed.

"Really Ben? Still going with that?" Kevin snickered.

"What, you got a problem with that?" he asked.

"Well just that it's a pretty lazy name." Kevin said. "Why don't you try to be a bit more original?"

"Fine, you got any issue with uh…. Franken…Franken…OOH! Frankenstrike!"

"Boys, figure the naming deal later." Gwen said tossing a series of mana orbs. Instead of dodging as he was before, the construction of Victor separated himself into two more identical versions of himself.

"Forgot he could do that." Frankenstrike commented. The Victor clones seemed to focus on the Frankenstien alien ensnaring him with the tentacles. He began to build an electrical charge, but a shout drew his attention away from the nanochip constructs.

"Ben!" Rook shouted swerving the Proto-Truck along the road. He quickly exited the truck with the Proto-Tool drawn. "You three, release Ben and surrender peacefully."

"Rook, they aren't able to do anything they aren't ordered to." Frankenstrike said, "They aren't even intelligent." He began to build up energy again before releasing it all along himself, forcing the tentacles to break apart. Only for them to regenerate.

"Wait, aren't those the same things that Elena used?" Julie asked leaving the Proto-Truck as well.

"Julie get away." Frankenstrike said, "You know they'll come after you."

"Ben, in case you forgot, I am more than capable of taking care of myself." She said opening her backpack allowing a small slug-like Galvanic Mechamorph to raise out. "Ready Ship?"

"Ship ship!" the small alien chirped stretching out around Julie. When he settled, Ship was some form of large muscular battle armor.

"Since when do you keep Ship in your backpack at a game?" Frankenstrike asked.

"You think I would come back to this town and not be prepared at all times?" She asked. "Alright ship, let's blast these guys apart."

"Ship!" the armor chirped several missiles morphing from the shoulders of the armor.

"Ben, I had no idea you had Transylian DNA in the Omnitrix." Rook commented, momentarily distracted. "I did not think Azmuth would have been able to extract the DNA of anything from the Anur System."

"Long story." Frankenstrike said. "Don't suppose you know a thing or two on how to deal with these things?"

"Sadly the plumber file on them is highly classified. So I am afraid I know far less than you do."

"So I guess it's good old fashion smashing then." Frankenstrike said slamming his fists together.

"Good, then do it already!" Kevin yelled being grabbed by the clones. Gwen's mana was failing against the never ending assault and Julie was proving to be a very highly desired target. Not surprising given who was the creator of their enemies.

Rook's Proto-Tool wasn't as effective against a thing such as the Victor clone. Frankenstrike's lightning seemed to be more effective, but he was holding back to avoid harming his friends in direct physical contact with the targets.

"Ben, I do not think your smashing is helping much." Rook said moving more onto the defensive. "But I believe there is a way to defeat these foes without causing much harm to the others."

"Honestly, with these freaks, I'm open to suggestions." Frankenstrike panted a bit, "Plus, I'm not sure how much longer the Omnitrix is going to let me keep this form."

"It would appear that the nanochips making them up are vulnerable to electricity. Perhaps if you could generate an electro-magnetic pulse, you could disable them."

"Never had to do something like that. You sure I'm even able to?" Frankenstien asked.

"Given the amount of metal on the Anur Translvain form, and the powerful electrical currents they can produce, producing an electromagnetic pulse should be capable."

"I don't think now is the best time to try out new moves." Kevin said, his armor beginning to crack.

"I may not know how to do magnetism with Frankenstrike, but I know an alien that specializes with that." Frankenstrike slammed down on the Omnitrix symbol causing the transforming green flash to burst forth.

"Lodestar!" he shouted, "I can't believe I didn't think of this sooner. Being made of metal and being caught in a magnetic field can seriously hurt." Green waves shot out and caught the Victor clones in the magnetic field. They began to literally peel apart, their human disguise failing to expose the raw silver beneath. In order to escape the magnetic field from grabbing him as well, Kevin let his armor melt off him and caused him to be fall on the street.

"This was quite a genius move Ben." Rook said, "A pleasantly refreshing moment from your usual un-tactical nature."

"I'll address that once we aren't dealing with weird robots sent by an obsessed crazy girl." Lodestar said as the nanochips began to be forced into a single large orb. "Gwen, remember that spell when we were younger? The one to take apart the tank?"

"Yeah. Good think you aren't a part of it this time. Don't think either of us want that to happen again." Gwen said, "Just hold them there, this should work. Mechanae Discombobulus!" The pink energy lashed out and connected with the alien technology. The collection of machines began to jerk in all directions, Lodestar barely able to hold on.

"This isn't going the way I had hoped." Lodestar said, "I can barely hold it." Before any of the others in the small group of plumbers could say or react, the collection virtually exploded from the magnetic field, covering the street and the buildings in a thin silver dust. A red flash came from under a larger pile and the male Tennyson of the group sat up, brushing the dust off him.

"Okay new rule. From now own, we avoid using that spell on anything even remotely alive." Ben said.

"You mean something like this happened before?" Kevin asked.

"Long story. Short version is Omnitrix plus mana equals rampaging Way Big." Gwen answered. "But at least this time the machines are down and out. Not just malfunctioning."

"While far from a victory I would have desired, it would appear they are indeed out of commission." Rook said running the computer set Proto-Tool over the dust. "They are still active, but they appear to be malfunctioning. Completely unable to transmit or receive information. This would prevent whoever is controlling them from actively doing so."

"We'll have to report this in." Gwen said, "Clean-up crew has their work cut out for them."

"At least Elena wasn't here herself." Julie said as ship reduced back to his smaller 'pet' form. "Last time I saw her, she tried choking Ben on those things."

"Ugh, I had the taste of circuit boards in my mouth for a week." Ben commented. "And uh, thanks Julie, I mean, I was being a real jerk back at the arena."

"Don't worry about it." Julie said, "If I let you acting like that bother me, we never would have worked in the first place." She said with a playful punch to his shoulder.

"Now I am even more confused. If it was not Ben's behavior that turned you two apart, what exactly was it?" Rook asked.

"Dude, don't even try." Kevin said, "They won't even tell me and Gwen why they broke up."

"Besides, doesn't the fact that Elena is back mean a bit more than that?" Gwen brought up.

"Since now that she knows I'm here, yeah I would say stopping the crazy girl." Julie brought up. "I know these things are dead, but think you can use them to track her down. I mean, she's full of copies."

"I suppose the lab might be able to." Rook said. "But…the new workers in the lab are not the most reliable scientists we've ever had."

"You met them?" Ben asked.

"It is amazing how much you can learn when you actually treat the job as the honorable calling it is rather than some kind of nothing activity." Rook said with a snide remark.

"Come on Rook, they're plumber scientists. There is no way they're that bad." Kevin said.

Plumber HQ…

"I'm telling you Blukic, the best way to handle this is run a reverse system analysis allowing us to triangulate back to the queen." A Galvan in standard plumber armor said.

"Yeah if you want to get them killed." The Galvan named Blukic said, dressed in what resembled denim overalls, "A much better solution was to try to extract the mana from a select batch of nanochips to isolate Elena's control signal. From that we can track her down and disable the signal leaving the entirety of her nanochip armor useless."

"But if we activate them here, she could have them escape the lab and return to her. If not start to take apart the base from the inside." The first Galvan, known as Driba, said.

"Not if we raise an electromagnetic field around the outside of the lab. Then they won't be able to escape."

"That would take hours to get the equipment to set that up, and there's no guarantee that it won't interfere with the equipment." The two small Galvans continued to argue the best way to handle what is happening while Ben and his group stood awkwardly in the back.

"Okay, I guess I take it back." Kevin said, "You can work for the plumbers and still not be good at what you do."

"They problem is not with their intelligence." Rook said, "The problem is they can barely stop fighting long enough to get any work done."

"Look, we need to figure out where they're coming from. I don't care how you guys figure it out, but we need to track down Elena."

"I think I may have an idea on how to track her down." Kevin said. "But we need to go back to Undertown."

Undertown

The group of five walked through the underground town of aliens.

"So Kevin, who exactly are we looking for down here anyway?" Gwen asked.

"You really have to ask?" Kevin asked. Before too long, they came across a hedgehog-like alien dressed in an orange jacket over a black shirt and jeans. "Hey, Argit!"

"Kev! Long time. New haircut?" Argit asked. "What's with the straight cut?" He asked pointing at Rook, "I thought we were cool man."

"Kevin, this individual has numerous warrants out for his arrest. We should not be associating with him unless it is in the context of an arrest." Rook brought up.

"Relax Rook, he's my friend."

"For reasons that me and Ben can't understand." Gwen said under her breath.

"Point is, Argit and me pulled lots of jobs all over the place. If anyone can guide us in the right direction, he can. Ain't that right buddy?" Kevin asked, putting his arm around Argit's shoulder.

"You flatter me. All deserved of course." Argit said, "And yeah, I still have a few of our old contacts in my rolodex. What ya need? And how ya gonna pay?"

"This information is for official plumber business. If you have any information of resource it is your duty to turn it over."

"Buddy, you have a lot to learn of how the real world works." Argit responded. "But tell ya what, for old times, I'll let you get the info on credit."

"Great friend." Gwen said.

"Yeah, who needs enemies like Vilgax when you have friends like him?" Ben added.

"Argit, I defiantly owe you one dude." Kevin said, "Okay, so someone is pulling a lot of heists of pretty advanced tech. We know it has to have something to do with nanochips. Hear anything that could point us in the right direction?"

"Ouch, Kevin, you know I love making a few bucks, but I can't give you that." Argit said, "Mostly because I don't know anything. No one's been coming through my standard network for anything like that. And I only know enough to sell the junk. And even then, I don't know what I'm selling most of the time."

"Wait, so you're not gonna charge us?" Ben asked.

"Please, I may be a bit of a scumbag, but even I have standards. You know Ben, I'm starting to think that you don't exactly see me in the best light."

"Anyone who has seen your record would see you in the same light." Rook said. "Well Kevin, it would seem that your lead has turned up nothing of use."

"You guys know I'm still here right?" Argit asked annoyed. Before any kind of response could be given, a loud crash was heard, followed by screams.

"You guys hear that?" Rook asked.

"Yeah." Ben responded. "Come on!"

"Running towards the mayhem. Yeah normal people don't do that." Argit added. "But hey, if you live, stop by, maybe I'll have something to sell ya then." With a roll of Gwen's eyes, they were off. Not far from where they met up with Argit, they came across a small shop with a collection of nanochips flying out from it.

"Ben, Lodestar, now!" Julie said.

"On it!" Ben said preparing to slam down on the Omnitrix. Rather than transforming into the magnetic alien, he wound up the large orange dinosaur Humungousaur instead.

"You have got to be kidding me. Raw muscle is not what I need right now." He complained.

"No time to complain Ben." Kevin said grabbing the stone so it would spread over him, "Just dial that thing into something useful." Needing a better form for this battle, Ben hit the dial again, and while sticking to the dinosaur nature, he transformed into the smaller and faster XLR8.

"Not exactly perfect." XLR8 said seeing a wave of Nanochips coming at the group, "But no time for a redial." XLR8 began to run in a circle, creating a powerful vortex.

"Alright, while Ben keeps these things contained, we gotta make sure" Gwen began only for a series of nanochips to rip up from the streets of Undertown.

"Before something like this happens?" Kevin asked sarcastically.

"I do believe this was the kind of situation she planned on warning us about." Rook commented trying to hold off the tiny robotics with the proto-tool. A blue blur rushed buy, breaking up the swarms of nanochips.

"Rook buddy, you have GOT to learn sarcasm." XLR8 said. "But in the meantime, uh…" the speedster alien trailed off seeing the Nanochips swarm all around them, "Anyone have a plan on how to get rid of these things?" Suddenly, the chips began to flow into pipes, grates, and ducts, leaving the fight and the crime behind.

"Okay…that was weird." Kevin said as a flash of red changed XLR8 back into Ben.

"The Nanochips are machines, if they pulled back for any reason, then it would be because whoever is ordering them ordered as much."

"You leave and stay out!" A small shrill voice said as a small green alien resembling that of a blue bipedal pufferfish ran out of the wrecked ruins of the store, "And you, I thought you were plumbers, how could you just stand by while Pakmar's shop is destroyed?"

"We are sorry for your property Mr. Pakmar." Rook responded. "I could give you the number for property damage."

"Meh, one-time thing. I don't think I'll need it." The alien said pulling a broom out and beginning to clean the mess.

"So what kind of tech do you sell here that made you a target?" Ben questioned the small shop keeper, "Weapons, navigation devices, manufacturing devices?"

"Toilets." Pakmar replied. "This is Pakmar's Toilet Emporium. Toilets for all the species in the galaxy?" Kevin pushed a button on a toilet that was thrown from the store causing a multi-pronged device came from the bowl and began to spin.

"This is a toilet?" Kevin asked slightly afraid.

"Different species have different needs." Pakmar responded, "What is real annoying is Pakmar lost best toilet. Real expensive. Uses Anti-Matter Black Matter centrifuge to get rid of waste."

"Wait, and you said those nanochips made off with it." Kevin said his face practically going white.

"Yes, was very good toilet. Never need to clean it."

"I would assume you know what this means." Rook asked seeing Kevin's reaction.

"You mind filling us non-tech heads in?" Gwen almost ordered.

"The device that is used in that particular toilet causes a small gravity singularity in order to compress the waste." Rook explained.

"If Elena can put that kind of tech into the nanochips, she'll be able to open black holes anywhere she wants." Kevin explained further, "If not worse."

"Why in the world would Elena want to open a black hole?" Ben asked.

"I see you haven't started paying attention in school Ben." Julie said, "Ben, some people have theorized that you can use a black hole to travel through time. We know what Elena wants, and if she can at all travel through time to get it…"

"Then we can't stop her." Ben said going wide eyed.

"Actually, this is a positive piece of information." Rook said, "This means we know a way to track down Elena. If we look for any gravitational anomalies, we are able to follow them straight to her. I will ask Driba and Blukic to begin this a scan right away." Rook pulled out his plumber badge and opened it activating the communicator function.

"I'm telling you that'll never work. A stabilized ion field would run the risk of disabling the nanochips before we can figure out a way to zero in on the source of the signal."

"Only if they touch it. That's why I suggested using it as a containment field."

"Oh dear, it would seem as though we called them at a bad time." Rook said.

"All they've been doing is arguing ever since we dropped off the nanochips." Julie said, "I think every time is a bad time."

"Then let's make it a good time." Kevin said activating his badge's communicator function. "Hey, you two braniacs, how about you stop arguing do something intelligent for a change."

"Who is this? Are you implying that there is something that our superior Galvan minds couldn't comprehend?"

"That's exactly what I'm implying." Kevin said, "I bet you two can't even run a scan for gravitational anomaly."

"Oh yeah? Well we'll show you Mr. Wise Guy." The communication was cut off and their badges began to display a scan.

"Reverse psychology, best way to deal with stubborn blockheads like those two." Kevin bragged.

"I taught him that." Gwen boasted, "Mostly by example."

"And it seems that it was the right plan indeed." Rook said, "There is a forming anomaly, not far from this location."

"That's gotta be her." Julie said.

"Maybe you should stay behind Julie." Gwen said, "Honestly Ben, maybe you should too. Elena has you two as major targets."

"No way am I letting you guys get toasted fighting her for me." Ben said, "Besides, I got the Omnitrix. You'll need me."

"I have to agree." Rook said, "But do be careful. If Kevin and Gwen are right, you two will be the largest targets."

"Don't worry, the second things go South, I'll dial up an electric alien."

"And me and Ship practiced a lot to take her on. We're ready."

Not far from where the group had gathered was an abandoned warehouse. Against Rook's protests, a steel laced Kevin's fist tore open the door.

"Well, doesn't look like she's home." Kevin said shrinking his fist down to normal size.

"That was very reckless, but it did seem like we were lucky." Rook said before noticing a large metal tower in the middle of the warehouse. "I wish to retract my previous statement."

"What in the world is that thing?" Gwen asked.

"Gwen, I thought you were the smart one." A female voice said. A swarm of nanochips began to flow in, collecting into a human shape, and then further into a female with a red jacket, black jeans, short black hair, and black boots.

"Elena." Julie said Ship instantly taking battle armor form.

"Long time no see." Elena said. "Don't worry, I'm not here to kill you for Ben, but after this, he'll be mine, no question."

"What are you talking about?" Ben asked. "Elena, it's never happening between us, I made up my mind."

"Exactly Ben. Your mind has been made up. So I simply have to change it. But why settle at just you when I can have everyone's mind changed?" Elena said turning to the tower, "That's when I had my epiphany. I can use my nanochips to take control of every mind on the planet, if I have a transmitter powerful enough to control that many that far apart."

"Then all your crimes where for the construction of said transmitter!" Rook said, "But the centrifuge, I don't understand why you would need that."

"Take it the Plumbers didn't teach you much with improvising tech." Kevin said, "Without the proper components, something like that transmitter is likely to throw itself off balance. At least with how tall she needs it."

"Then the centrifuge is being used as a gyroscope of sorts."

"Correct." Elena said, "At a much slower speed, it creations a centrifugal force, constantly forcing it back into the proper possession. Now Ben, I would hate to have to put you through the process of my nanochips taking away your free will. So, come with me, and I'll make sure you aren't affected."

"No way Elena, it's never gonna happen between us." Ben said dialing up the Omnitrix, "and I'm not letting you take control of everyone either. I stopped that plan once, and I'll do it again." A slam of his hand, and a green flash, and Ben was replaced with Feedback.

"Shame Ben, I really wanted you to choose the proper choice." Elena said transforming into her Nanochip form. "But if I can't have you by your own free will, I will have to have you this way."

"Kevin, Rook, if me, Gwen, and Julie keep Elena busy, can you guys take this thing apart?" Feedback asked.

"No problem." Kevin said cracking his knuckles.

"I think we should avoid damaging the centrifuge, but yes, I believe me and Kevin can make it non-operational soon."

"Alright. Julie, Gwen, you want to beat up my ex?"

"Why Ben, I thought you'd never ask." Julie responded smirking. Elena attempted a few strings of nanochips at the trio, but Gwen's mana shields and a few blasts from Feedback rendered most of them unable to do harm. Meanwhile, Kevin and Rook both headed for the large tower.

"So, any ideas how to take this thing apart without damaging the centrifuge?" Kevin asked.

"A few, but I need time." Rook said activating a kind of blowtorch from the proto-tool. "If what you said is right, if we can find the primary structure bolts, we can literally take it apart."

"Sounds like my kind of plan." Kevin said, using the metal of the machine to cover his fists. The warehouse was exploding into the sounds of a battle. Julie kept up with the missiles and lasers from Ship's suit form, Feedback kept up with drawing power from wherever he could without harm in order to keep up the electrical assault, and Gwen made sure to cover her friends however she could with a vast array of spells.

"There!" Rook said, "That should take care of it."

"You really thought it would be that easy?" Elena taunted sending a swarm into the machine.

"Oh dear." Rook said seeing the machine begin to whir to life, stronger than before."

"Uh Rook buddy, I think the thing wasn't done yet." Kevin said.

"Real smart Kevin." Elena said, "I only needed the parts to boost my own signal. But you can't just take it apart. After all, I can put it back together easily."

"Yeah, but can you put yourself back together?" Julie asked forming a large blaster, and firing a powerful blast, tearing through Elena, leaving a gaping hole in place of chest.

"Whoa…" Feedback said.

"I don't remember her doing that." Gwen said.

"I've learned a few tricks since we've last met." She said healing herself, "But you just won't stop will you. Every time I have a way to make Ben mine, you'll stand in the way. I think it's time that I take you out of the equation for good." Her arms changed into a large swarm of nanochips and fired out, pinning Julie to the wall, beginning to creep all around her.

"Elena stop! This is insane!" Feedback said.

"Insane? This is what is right!" Elena yelled, "For you, for me, for all of humanity!"

"She isn't listening Ben." Gwen added in.

"You're right. Elena, I really didn't want to have to do this to you." Feedback started running for her, dodging the nanochips summoned from her body, "But if you won't listen, I have to!" With a final attempt, he threw both hands forward, sinking his plugs into the hybrid's temples. Electricity began to flow, rushing from Elena into Feedback. Once the sparks stopped, Feedback stumbled back, a red flash changing him back to Ben."

"I feel sick." Ben said, "Like I just chugged down how many jumbo sized smoothies…. through my head."

"The machine is shutting down now." Rook said, "Seems Elena lost control of her nanochips."

"That's not all she lost." Kevin said pointing. Elena, still in her hybrid state, was crumbling into dust.

"Why would you do this to me Ben?" She asked.

"I'm sorry Elena, but you were going to take control of everyone. I had to stop you somehow."

"But Ben…you know it can't be stopped, not that easily." Suddenly insectoid legs ripped from her back. The dust from her nanochips began to flow to her, repairing the crumbling parts. Her form began to twist into a large insect. Large yellow eyes, wings, she was twisting into the queen Ben had once taken down, only far, far larger.

"You have got to be kidding me." Ben said, "Wasn't it enough that I fought that thing on some guy's brain?" The fresh queen let out a large cry, fresh swarms of her drones beginning to swirl.

"DIE!" She yelled, a large collection of them spiraling at Julie like a vicious drill.

"Julie look out!" Ben yelled throwing himself at Julie pushing her out of the way and desperately trying to reach the Omnitrix. Sadly, the nanochips hit the human boy before his hand could hit the dial. Ben was swallowed up by the deadly cloud, before being left buried under a pile of 'dead' chips.

"Ben!" Julie said, "Alright, that's it." Julie got up, "Ship, let's take this bug apart!"

"Miss Yamamoto, please remain calm. She's too dangerous to just charge." Rook said trying to blast the giant bug with his weapon.

"No way, she's right." Kevin said, "I got your back Julie. For Ben." Green electricity began to fire off from the corner before the dust was blasted off. Under it, was a small humanoid battery, green electricity sparking from the top of his form and an Omnitrix symbol on his chest.

"Huh?" The small battery asked looking at himself. "YES! I knew I was gonna get one of these days. So glad it was so soon!" The small alien then paused, "Wait, is that my voice? You have got to be kidding me. Great, another alien that no one will take me serious with this voice."

"Ben! You're alive!" Julie said crying a bit under her visor.

"You know it!" Ben said suddenly dashing over to Gwen in a swarm of sparks. "And check it out, I'm that super annoying Megawhatt thing!"

"Actually Ben, they are known as Nosedeenians and" Rook tried to explain.

"Hey, Rook, no offense, but I know a thing or two about these things. And I've had a name in the chamber for the last seven years! Now, let Buzzshock do his job!" Buzzshock flew off, dashing around and around, dashing into and out of conductive surfaces, blasting through Elena's large bug form as pure lightning.

"How is he even doing that?" Kevin asked, "Little dude's packing some serious power."

"Nosedeenians are beings of pure energy. Pure electric energy to be exact. Against something like Miss Validus, I am hard pressed to think of a better form." Rook commented.

"They also can be very annoying." Gwen said, "Long story, I'll explain later."

It was clear Elena was having a hard time in this fight. The new form seemed to come with no new powers, but made her a larger target. Anytime she attempted to use her nanochips to fight Buzzshock was there to zap them into submission.

"Man, really starting to run out of fumes here." Buzzshock panted, "how many zaps can she take?" He asked allowed, a large pincer swinging at him, catching the unaware alien off guard, tossing him through the transmitting tower.

"Wait a minute." He said eying the centrifuge, "Can be used to create black holes. Oh yeah, this is gonna be good." Buzzshock said with a wicked grin entering the machine causing it to start to spin faster and faster, objects beginning to be drawn into it.

"You have got to be kidding me." Kevin said seeing this. "Ben wouldn't be reckless enough to do this would he?"

"You know he would." Gwen answered.

"It does not seem to be able to create a proper black hole, but rather just a gravitational focus area." Rook said, "But I would still like to know what plan Ben is forming."

"Ben doesn't really form plans." Julie said.

"Hey, mind cutting the anti-pep talk?" Buzzshock's voice said echoing from the device, "I happen to have a plan." He shot out of it, more and more of her stray nanochips where being drawn into the device. "I'll be right back!" Buzzshock dashed away, shooting first into a wall outlet.

"Sometimes I really hate your cousin." Kevin said to his girlfriend.

"Yeah, sometimes I really hate him too." Gwen said raising a mana barrier around the group. "I just hope whatever he's doing, he really does come back soon."

A few blocks away, Buzzshock showed up floating right by a transformer, draining it dry. "Oh man…feeling a little stuffed." He said, "Guess that'll all I can take. I hope the guys are still alive back there." On that note, Buzzshock fused back into the powerlines, and took off for the warehouse. Inside the warehouse, Gwen's mana barrier was beginning to break under the savage assault.

"Okay, I think if I could get a single shot, I could give us some time." Rook said loading a missile into the proto-tool.

"Let's have just a bit of faith in Ben okay?" Julie said.

"I don't think we have time for that." Kevin said, "Looks like Ben's little centrifuge plan is either going very good, or very bad." The center fudge was beginning to spin faster, more and more of the debris littering the warehouse getting sucked to it.

"Yes, if we don't find a way to shut it down, the device will spin into a full black hole, consuming all of us." Rook stated.

"Little hard for that right now." Gwen said trying to hold off Elena's strikes. The shield was cracking under her assault, one actually managing to punch through it, narrowly missing the group within its safety.

"Hey Elena!" Buzzshock shouted emerging from a power outlet, extra electricity sparking around him in a ball-shaped aura of voltage, "You want me? Then open wide!" Like a lightning bolt cutting through the stormy sky, Buzzshock slammed headfirst into the Queen of the Nanochips. While he passed through her creating a tear through the metal body, the excess energy stayed, causing the queen to begin to break apart, her remains being pulled to the tower that was meant to send her power across the globe.

"Gwen! Dismantling spell!" Buzzshock yelled seeing the whole queen beginning to be dragged to the single location. Gwen gave a confused look before something seemingly to click inside her head.

"Got it. But man, this is gonna suck." Gwen responded lowering the shield so she could cast the spell, "Mechanae Discombobulus!" Once again pink mana fired from the spell caster of the group clashing with the nanochip queen. The spell then spread to the rest of the nanochips and even the transmitter.

"Take cover!" Buzzshock yelled sending himself for an outlet, only to be forced back to Ben colliding with the wall.

"You have got to be kidding me…this thing really does hate me." Ben said rubbing his head. A loud explosion sent grey dust flying everywhere, only to gather back to a single location, and then exploding out again, covering the interior of the warehouse in a grey dust.

"Okay, seriously, never again." Kevin said shaking destroyed nanochips from his hair. His plumber badge began to go off, "What now?"

"This is Driba. Me and Blukic figured out a compromise on how to disable the nanochips. There's a proper intensity of ion blast that completely shuts them down. So, if you return to plumber HQ, we can outfit you with the proper gear to finish her off."

"Yeah, a bit late for that." Kevin said, "But if you could send a cleanup crew and a few officers, that would be great."

The Plumbers had arrived fairly quickly. Elena had managed to survive the spell, thanks to her human nature, albeit rendering her unconscious. But for once, she was able to be taken into custody. An electron shield around her would keep her contained. Once they were sure that things where under control, the group had returned home. Just in time for Julie to pack.

"So it was just for an exhibition match?" Ben asked watching Julie pack up a small suitcase.

"Yeah, sorry Ben." She said, "But hey, it was great. Reminds me how interesting life was back here."

"Well I really would have preferred catching up over a Mr. Smoothy rather than a bad guy battle, but hey, at least we did manage to catch up."

"Yeah. Who knows, maybe some other time."

"Okay that's it!" Kevin shouted, "Why in the world did you two break up?"

"Kevin!" Gwen scolded under her breath giving him an elbow to the ribs.

"You guys really aren't going to stop asking are you?" Ben asked.

"If you have to know, it was the distance." Julie answered. "With everything in our lives, it was just too hard to keep it going."

"Yeah, I mean, between our schools, her tennis, and plumber activities, it just never worked out." Ben added.

"And now I feel like a jerk." Kevin said rubbing the back of his neck out of shame.

"I understand." Rook said, "Rayona and I have had more than a few problems with me being stationed on Earth."

"Well, guess it's back to the other side of the country for you." Ben said.

"Yeah. But hey, who knows, maybe one day, I'll be back, for more than just a visit."

"Yeah." Ben said giving Julie a quick embrace before she left.

"I have to admit Ben; you are far more mature about this then I ever believed you would be." Rook said.

"Hey, I have my moments." Ben said. "Besides, nothing's written yet. Me and Julie kind of have an agreement, if things ever become possible for us again, and we're both single, we pick up exactly where we left off."

"And there's the Ben we know." Gwen said, "Never letting anything actually sink in.

"Hey what can I say?" Ben asked. "I am who I am."


	6. Helix Designs

On the planet of Galvan Prime, a shooting star swept across the sky. None of them thought anything of it as is crashed down in the swamps. Emerging from the mucky water was a scrawny Galvanic Mechamorph, yellow markings across his form giving him a disturbing appearance of a walking skeleton. Seeing the unknown creature begin to walk out of the swamp, a lone Galvan sentry used his jetpack to take to the sky and buzz around the figure like an annoying fly.

"Halt Galvan Mechamorph subspecies." He stated holding up his hand to order the figure to stop, "You are not allowed within the city proper." The mechamorph's clawed hand shot out and grabbed the poor guard out of the air.

"I…a-a-a-a-am not…. a subspecies." The Mechamorph said, his voice leaking from his body like a speaker letting out it's death wails, words skipping like a crashing file. Lines of yellow began to spread across the guard's armor as it crumbled into dust, followed by the guard falling. A replica of the jetpack emerged from the Mechamorph's back, scaled up to his level. With the roar of the turbines, the defective being took flight, heading for the central city.

"Warning…Galvanic Mechamorph Subspecies on approach, "Warning, highly dangerous. Raise defenses." The poor Galvan Guard passed out after sending his warning.

As the subspecies approached the main city, an energized barrier raised up, covering the city in a green shield. The claws clashed against the shield.

"These tricks…will not…s-s-s-save you Azmuth!" It said clawing at the dome.

"Azmuth?" One of the Galvans said watching the Mechamorph subspecies attack the shield, "He isn't even on planet."

"He doesn't seem to know that. Make sure we hold him here as long as possible, destroy him if we can. I'll radio up to Galvan B, see if Azmuth knows what's going on."

Up on Galvan B, the First Thinker Azmuth was working with Zennith and a certain red-eyed Galvan, stuck inside some kind of harness on a pyramid shaped object with its point severed. A Galvan guard rushed in.

"First Thinker Azmuth! Emergency contact from the planet surface."

"It had better be. I told you under no circumstances should I be disturbed. One mistake and the Helix could be ruined."

"A Mechamorph subspecies. It's looking for you."

"No…it couldn't be." Azmuth thought aloud, "Yellow markings, withered appearance?"

"Yes exactly." The guard responded surprised, "How did you know?"

"No time to explain." Azmuth said, "Hold him off and keep him on Galvan Prime as long as possible, try to drive him from the main city. I'll head down to the surface. Albedo, you're coming with me."

"You can't be serious, you're actually gonna try to help that monster? He's a failed project, send him to the scrap heap where he belongs!" The red-eyed Galvan snapped.

"Albedo right now I couldn't care less about your opinions on the subject. But you where my partner in the Secondary Helix project which is the sole reason you're here now. If Malware is back I need it finished as soon as possible. It'll go quicker with both of us."

"It'll go quicker if I come with too." Zennith said.

"I can't ask you to do that." Azmuth said, "If Malware gets through the Galvan defenses, the first place he'll attack is my lab. And he won't hesitate to destroy anyone in his path. Even if they're trying to get out of it. I couldn't stand to think of anything happening to you."

"I'm glad you've changed so much Azmuth. But if he does reach your lab. It's best if you have his cure working."

"Good, if she's going with, I can stay here working on something important."

"You're coming with us Albedo." Azmuth said, "You were part of the original plan of the Helix, as much as I hate to say it, we need you."

"Fine." Albedo said, "But you better not be calling him. After being stuck in that body for how long, I don't need to see him again."

"You know that I'm doing it." Azmuth said, "Besides, what made you think I care about what you think?" Azmuth teleported away on that note, while simultaneously sending a full radio message down to the Plumber Base on Earth.

Plumber HQ…

The plumbers where rushing around, a bit disturbed by the call for help. Luckily, Magister Max Tennyson was able to keep a calm head. The first thing he did was contact Ben, Gwen, Kevin, and Rook.

"I don't get it, aren't the Mechamorphs good with the Gavlans?" Gwen asked as they walked through the base.

"They are, but this is some kind of weird sub-species launching the attack." Max explained. "Azmuth has opened a teleportation channel into his lab. Unfortunately, we don't have a teleporter at this base."

"Shouldn't those Galvan have built one by now?" Kevin asked.

"They should have, but they didn't. Either way, you can be teleported in, but only from orbit around Galvan Prime."

"All due respect Magister, most Plumber ships lack the capability to reach Galvan Prime within a time frame short enough to make for adequate reinforcements." Rook brought up.

"True, that's why we brought a secret weapon in." Max replied smiling. Inside the main hanger was a large green ship, long and narrow with some kind of vests along the wings attached to the body and three large engines.

"The Rust Bucket 3!" Kevin said surprised, "You guys…modified it."

"A few tweaks here and there. Hope you don't mind." Cooper said appearing. "Figured if this thing is gonna be used for Plumber missions, may as well give it a few new upgrades."

"Hey, as long as she's still my ship I suppose it's okay." Kevin said, "Man, I can't believe you guys did such a great job."

"No time to admire it Kevin." Max said, "You guys gotta get in the air as soon as possible."

"Understood Magister." Rook said, "Do we have a clear hyperspace channel to Galvan Prime?"

"We made sure there was a clear one." Max said, "We don't know much of the situation, hopefully Azmuth can fill you in. Now hurry!"

The team hurried into the new Rust Bucket, Kevin was in awe of the new levels of tech inside it. "Man, this is amazing. Some of this stuff is near impossible to get, even though the connections of the black market." Kevin could basically feel the glare his girlfriend was giving him. "Not that I would know anything about that."

"Your file would suggest you would, given how you have several associates in that field. So I am quite impressed you remain so ignorant of it." Rook said, "But we have no time to worry about that."

"I really have no words to describe you Rook." Kevin said starting up the engines. "Everyone hang on, the second I clear earth's atmosphere, I'm hitting the hyper drive and we're heading straight for Galvan Prime." The team nodded in acknowledgment. With a powerful roar, the engines hurled the shuttle into space.

Galvan Prime…

Azmuth and Zennith worked hard on the smaller pyramid while Albedo watched the Mechamorph slash away at the barrier.

"Albedo, stop staring and help us. That barrier won't hold Malware forever." Azmuth said.

"You know, if you took this infernal DNA splicer off I could transform and destroy him." Albedo responded.

"We aren't trying to destroy him. We're trying to fix him." Zennith said. A blur appeared, Ben, Gwen, and Rook appeared in the room.

"Alright Azmuth, we're here." Ben said, "Now, what's the problem and why couldn't you explain it?"

"Look out the window." Azmuth said, "That is Malware. A source of major shame for me."

"Something looks real off about that Mechamorph." Kevin said.

"I believe that is what they would call an understatement." Rook added.

"There's another thing we should point out." Gwen said, "What is _he_ doing here?" She said pointing at Albedo.

"He's been given a temporary parole to help me here." Azmuth said jumping onto Gwen's shoulder. "To understand everything, I suppose I should start at the beginning…"

200 Years Ago…

A younger Azmuth landed on a barren rock orbiting the home world Galvan Prime. Dressed in a green space suit, he walked into a pyramid-like structure with its top cut off. He began to work at a control panel of sorts.

 _It was long ago. Galvan B was a worthless hunk of rock, void of any life. It was the perfect place to conduct my experiments. One day, I had planned on an experiment that would give life to the planet, allow the Galvan to colonize the moon._ A large green pulse fired off, green grid-like patterns spreading across the ground. _But even I wasn't prepared for the results. Almost instantly, the moon was completely altered, but the results went far further than that._

"Man, always with the buts with you." Ben said interrupting the story, "Don't take this the wrong way Azmuth, but are you really as smart as you think?"

"Smarter." Azmuth said, "Now, stop interrupting, I don't want you to be caught off guard when Malware breaks through the shield."

Ancient Galvan B…

The younger Azmuth attempted to cut a small flower with a mechanical tool, only for the flower to avoid it, then grabbing the tool, mixing with it into a tool-like vehicle, driving off on its own.

 _It would appear that I had indeed brought life to the planet, but in ways I had never thought possible. A whole new species was born that day. A techno-organic species that we would later call the Galvanic Mechamorph. Obviously, the plans of colonization where ended that day. We had no right to steal their planet from them. It was theirs, they were born of it. But we could at least give them assistance. Under our guidance, they established their culture in under a day. My experiment was a dream greater than I could ever have hoped to imagine. And a nightmare darker than my darkest fears._

Azmuth began to work the control of the helix again, color draining from it as it began to power down.

 _The Helix had needed to be shut down in order to recharge. It has done much, creating a sentient species, plants, animals, and a breathable atmosphere. Unfortunately, as it began to shut down, a new Mechamorph was forming. But his life code wasn't complete, and without the Helix, it wasn't able to be completed. It went beyond that. Unlike the other Mechamorphs, he did not just merge with technology, he became it._

A freshly formed Malware stumbled around, accidently absorbing a tool chest his fingers transforming into the various tools.

Present Day…

"I tried for years to fix him. But nothing worked. As time passed he became more volatile, angrier, and more savage." Azmuth said, "But no matter what I did, no matter what I tried, I couldn't make him like the others. When I told him I needed more time, he snapped. I was forced to expel him from the planet for the safety of the other inhabitants."

"Let me get this straight." Kevin said, "Some super violent tech vampire demands you fix him, and you tell him you'll try to get around to it?"

"Azmuth has many responsibilities." Rook added, "He cannot stop to focus on one individual."

"I have more responsibilities than you could know." Azmuth said, "But I do consider Malware one of them. He was my failure. And that's why it has to be my job to fix him. That's why Albedo is here. He was my assistant back when I started the Secondary Helix."

"As much as I love hearing about Azmuth's failure, I feel I should point out that the barrier won't hold Malware much longer." Albedo brought up.

"He's right." Zennith said, "But we are not finished with the secondary helix. We need more time."

"That's what they're here for." Azmuth said, "Gwen, I need you to raise a mana shield around the lab. Kevin, Ben, I need you two down there to try to hold him off."

"What about me?" Rook asked.

"Unfortunately, the tool you carry is highly versatile, and if Malware absorbed it, there is no telling just how much power he would gain." Azmuth said, "but, should Kevin and Ben fail, it'll be up to you and Gwen to try to buy us more time."

"Hey don't worry about it Azmuth." Ben reassured him, "He won't get anywhere near the lab." Ben slammed down on the Omnitrix, shifting into the plug alien Feedback.

"Be back in no time Azmuth." Feedback said jumping through the glass of the lab.

"Don't worry, I'll try to keep him in line." Kevin said, "Hey Rook, mind if I grab a hit off your armor?"

"How do you intend to 'grab a hit'?" Rook asked confused.

"Can I assimilate the armor." Kevin said flatly.

"Oh, of course. I would be insulted turning you down." Rook answered allowing Kevin to form an armor around himself using the material of Rook's armor.

Main City…

Eventually the barrier did give way, allowing Malware to tear through the city. His claws cutting into the various buildings as he walked forward.

"A-A-Azmuth." Malware stuttered, "Show…yourself!"

"I'm afraid Azmuth isn't taking visitors right now." Feedback said landing hard on the ground.

"A Conductoid…. barer…of the…om-om-Omnitrix." Malware managed to stammer out.

"You okay buddy? You got a bit of something with your voice." Feedback mocked. "And how do you know about the Omnitrix?"

"Greatest creation…m-m-m-must destroy." Malware said rushing Feedback. The electric alien simply smirked a devious grin before channeling electricity into his fist, throwing a powerful uppercut, tossing the corrupted Mechamorph into the air before crashing down into a collection of buildings.

"Ben what are you doing?" Kevin asked, "I saw that, you know you can't just go crazy on one of those things."

"Yeah, but in case you forgot, I'm rocking his major weakness." Feedback responded. Malware gave out a powerful, if static, roar emerging from the rubble, smaller debris flying off him. Malware's claws suck into a building and ripped the ceiling off before throwing it. But Feedback managed to see the attack, smashing it apart with a sparking head tendril.

"Hold that thought Kev, I got some butt to kick." Feedback said rushing forward. Malware met his charge, catching Feedback's hands to avoid the electric plugs making contact with his metal skin.

"Omnitrix…mu-mu-must…be…destroyed." Malware said.

"Dude, I would really stop talking if I was you. Doesn't seem to be your thing." Feedback taunted, taking one of his head tendrils to electrocute Malware, causing him to release his grip. With his hands now free, Feedback slammed both of them forward firing off a powerful electric beam. "Ouch, I bet that hurt. Hope you have a few more tricks up your sleeve, otherwise there's no way you're getting to Azmuth."

"Are you even trying not to destroy him?" Kevin asked.

"Fine, if you're gonna keep complaining, then by all means, you handle it." Feedback said standing aside to let Kevin have a go. Kevin rolled his eyes while he approached.

"Alright Malware, I know you're probably pretty sick of hearing this, but you need to calm down." Kevin said, "Believe it or not, I know what it's like to be cast out. To be less than the people around you. But Azmuth IS trying to help you. You just need to give him time."

Malware answered to this by grabbing out, catching Kevin by the throat and lifting him off the ground. "I have had enough of A-A-A-Azmuth's lies. He will su-u-u-u-ffer for his treachery." His hand not holding Kevin morphed into some kind of power tool resembling most a powered saw.

"Alright, thought for a second you could be reasoned with, but clearly that's not the case." Kevin said morphing his one arm into a crude blade and slashing at the mechamorph's un-morphed arm severing it causing him to let go. However, Malware threw the best uppercut he could with his morphed arm, sending Kevin back and leaving a slight gash in his armor.

"So, we do this the proven way then?" Feedback asked tauntingly.

"Yeah, we do." Kevin said getting to his feet. He cracked his knuckles while Feedback sent some electricity between his plugs.

"L-L-Let…me…pass." Malware said, his severed arm merging with his body causing it to regrow from his frame.

"Yeah, not gonna happen." Feedback said. The Conductoid ran straight at the Mechamorph, slamming his electrical fingers into the mechamorph's chest before firing a powerful electrical beam hurling him back.

Azmuth's Lab…

Rook watched the fight through one of Azmuth's window, able to see through Gwen's shield to watch the fight. "I am not sure how good things are going down there." Rook commented watching Feedback throw electrical blasts, and while they were causing serious pain to Malware, it seemed he was able to continue the fight, "Ben is fighting as if Kevin isn't there. The best plan would be to use teamwork and make use of the higher of forces against the foe."

"It's not Ben's fault." Azmuth said still working on the Secondary Helix, "He turned into a Conductoid. They're naturally solo workers and show offs. It only makes sense that he behaves that way while transformed."

"Ben's always a bit like that though." Gwen said, floating in the meditative stance, her hands covered in mana and eye's glowing. "But no doubt Feedback's gonna bring that part of him out."

"What is also concerning that no matter what Ben and Kevin hit Malware with, he continues to get up and fight."

"That is a small bit disturbing." Azmuth said, "Well they don't need to defeat him, just stall him."

"They should destroy him." Albedo said, "Save us all a headache of his very existence."

"I am afraid the way this fight seems to be going, they won't be able to stall him much longer." Rook commented.

Main City…

Feedback kept pressing his attack against Malware, evading the Mechamorph's claws and slamming his plugs into Malware's metal form. Charging up a large portion of power he threw a powerful upper cut sending Malware high up into the air, then jumping up after him.

"Feedback's got the Mechamorph, it looks like he's going for a slam dunk!" Feedback narrated as if it was some kind of sporting event pressing his fingers together to create a ball of lightning and raising it above his head. He then slammed it down, sending Malware crashing down with a bolt of lightning, crashing hard into the ground. Feedback landed not long after.

"Ben, you need to reel it in a bit." Kevin said catching up to him. "You're doing more damage to the city than he is."

Feedback made a dismissive noise. "Please, I have this under control. Why don't you head back up to the lab or something? Let the pro handle him."

"Really? Let you handle him?" Kevin asked, "You're hitting him with how much voltage and he keeps getting back up. How much gas is even left in Feedback's tank?"

"More than enough to take him out." Feedback said, both of the teenage males where seemingly ignorant of Malware getting back up from the spike attack, "I've been playing with him. I could have taken him out in no time. But where's the fun in that?"

"Ben look out!" Kevin yelled out suddenly as he finally noticed Malware behind the shapeshifting hero. Malware threw himself on Ben, wrapping his arm around his neck.

"Must…destro-o-o-oy…OMNITRIX!" Malware yelled slamming his hand down on the Omnitrix on Feedback's chest. His claws sunk around it, almost as if to destroy it he first meant to rip it from Ben's body.

"Look buddy." Feedback snarled, "I don't care if you want it or want to destroy it. It's mine so get in line!" The two antennae of tendrils snaked up behind Malware, striking him in the back. Electrical currents of green and yellow flared around the pair. Before Malware was tossed off.

"Alright." Feedback said narrowing his eye, "That was really rude dude. But that fight really worked up a thirst. So, how about I take some of that juice you took from me?" Feedback pressed his fingers against Malware's chest. Electricity began to jump from the body into the plugs as the yellow coloring began to dull and fade from the Mechamorph's form.

Yellow electricity began to arc around Feedback before he changed back to Ben in a flash of red light. "What?" Ben asked. "Oh come on, now of all times?" Malware's color began to return to him, before his hand lashed out and grabbed Ben's face.

"N-n-n-now…Tennyson…you…. will…d-d-d-die." Malware said getting up, preparing the same power tool he prepared against Kevin. Before he was able to strike at the human, Kevin charged in with his shoulder, causing Malware toss Ben aside in his flailing to the ground.

"Ben! Get the Omnitrix up and working again." Kevin said forming axes with his hands. "But if you're gonna go Feedback again, just end him quick. Dude's a bit of a jerk."

"Alright, I'll try to get something up." Ben said, "Come on come on." Ben continued to fight with the Omnitrix while Kevin rushed in. While malfunctioning, the Mechamorph was highly agile, managing to keep one step ahead of Kevin's strikes. Malware through a powerful overhead strike, which Kevin met with a crossed arm block. Sparks flared as the tool ground against the metal shell before the young Osmosian fell back, noticeable tear in the armor.

"Jeez. What do you all have in you?" Kevin asked seeing the tears through his metal armor. Malware's hands grabbed him from both sides, crushing him enough to send cracks along it.

"M-m-more than…enough…to…destroy…you." Malware threatened following by a firing of his eye beam. Kevin pulled his head to the side, causing the beam to blast at the side of his face.

"Ben, really need some back up here!" Kevin yelled.

"I'm trying." Ben said starting to run to his friend, "Come on Omnitrix, give me something…" He slammed down hard, not caring who he turned into.

"Four Arms!" The tetramand yelled before throwing a punch with one of his four hands. The punch managed to throw Malware off Kevin. "You okay dude?"

"I think so." Kevin said putting his hand to were the beam was striking. The blast was strong enough to begin to melt away the armor, leaving the skin tender beneath it. "Good thing the new guy's not down here. His armor isn't standing up well against this guy."

"Yeah, looks like you could use a fresh coat of something." Four Arm said, seeing Malware claw his way out of the debris Four Arm's punch buried him under.

"Yeah." He said letting the metal more or less melt off him before putting his hand to a building, allowing the stone to cover him, "Not as tough, but at least it's something."

"You thinking what I'm thinking?" Four Arms asked.

"You know Gwen hates our combo moves."

"Can't deny they're really good." Four Arms said grabbing Kevin's one arm. Malware once again got to his feet. Malware sprouted his wings and took to the sky before coming at the duo in a killer dive bomb. Four Arms grabbed the other of Kevin's arms and swung the stone covered Osmosian, who delivered a powerful kick with the speed of the swing to send the Mechamorph flying high into the air.

"Looks like a pop fly." Kevin commented before Malware fell hard into one of the buildings caving in its roof.

"And I think he's out." Four Arms said, the pair looking into the caved in building, seeing Malware unresponsive and dulled in color. Much like earlier, the color returned to Malware. Unlike last time, it happened far faster, with him instantly firing off a powerful beam from his eye, hurling Four Arms into the air with speed and angle to smash through Gwen's barrier and through the wall into the lab. The shock of which took Gwen out of her meditative stance and falling to the ground.

"Ben!" Rook said instantly showing up to his partner's side. "Ben, are you alright?"

"Yeah…yeah I'm fine." Four Arms said, "Don't worry about me."

"Ben, we still aren't done yet." Zennith said, "You have to hold Malware off longer."

"Relax. Me and Kevin are all over this. He's not getting anywhere near this lab." Tempting fate was not Ben's best decision, as Kevin was shortly after thrown into the lab as well, the stone armor breaking off as he skipped along the floor. At the same moment, the Omnitrix flashed red reverting the large alien back to Ben.

"Ugh, Azmuth, are you sure you want to fix this thing?" Kevin asked, "I mean, he's pretty violent and powerful already. If you fix him"

"I'm fixing him. He's my responsibility." Azmuth said. The sound of piercing metal was heard as black claws shot through the door. Followed by another set. Like tin foil, the door was torn open, Malware standing behind it, his eye glaring with hate as best as a Mechamorph's eye could do.

"E-e-e-enough…of your…tricks…Azmuth." He crackled out, extending an arm as a whip to knock away Ben and Rook. Kevin tried to attack him straight on with what was left of his armor, but Malware's large claw grasped him by the chest and tossed him aside like a ragdoll. A powerful eye beam broke through an attempt at a mana barrier and sent Gwen back, nearly tossing her from the tower. "I…want…my-y-y-y…upgrade…NOW!" Malware shouted, towering over the Galvans.

"Malware, it's not ready. If you let us work, I assure you, it will be ready by the end of the day." Azmuth begged.

"N-N-N-NO…M-M-M-MORE…. _ **LIES!**_ " Malware roared grabbing Azmuth in his claws. "If…you…can-an-an-annot…fix me…then…you…will…die." A sharp claw was raised up, zeroing in on the area between Azmuth's eyes.

"Stop!" Albedo yelled. "You're right, he is lying to you. But not in the way you think."

"W-wh-what…do you…mean?" Malware asked.

"It's true, he can't fix you. But _I_ can." Albedo emphasized. "He just won't allow it. After all, what would that make him if I could fix his greatest failure?"

"You…swear…you…have…my…u-u-u-upgrade?" Malware asked dropping Azmuth.

"Of course." Albedo stated, "But we need the Secondary Helix as well as the primary one. Bring me and it up to Galvan B, and you will be complete."

"W-w-w-why…would…you…help me?"

"Two reasons. For starters, you don't know how much joy it'll bring me to succeed where Azmuth has so often failed Not to mention the rightful place it'll award me." Albedo explained, "Secondly, I believe we can help each other. Once you're fixed, I'm sure you would be able to pry this harness from me, giving me back the power Azmuth wrongfully took from me. So, do we have a deal?"

Malware stared down at the vile Galvan before grabbing him, and forming a crude air bubble around him. "D-d-deal." Sprouting his wings from his back, and stretching out to grab the Secondary Helix, Malware took to the skies, smashing through the ceiling of the lab.

"Man, guess we're pretty lucky that Malware bought that." Ben said as the group stared up through the hole.

"Luck had nothing to with it Tennyson." Azmuth responded. "Albedo is up to something, and with the promise of becoming complete, Malware had no chance of resisting the offer."

"What do you think he's up to?" Gwen asked.

"I honestly can't say. I suspect that Albedo plans to attempt to destroy Malware. We don't have any time to lose." Azmuth jumped to a control panel. After a few commands, the wall slid up revealing a crude ship built from the head of one of Vilgax's larger drones.

"Wait Azmuth is that" Ben tried to ask.

"Yes, it is. I've been keeping it around, just in case."

"Never figured you for much of the sentimental type." Kevin quipped.

"It's more out of practicality." Azmuth said, "Few radars seem to detect it. Now hurry, it'll be a tight fit, but we can make it."

"First thinker, if I may, what if Albedo actually can fix Malware?" Rook asked.

"He can't. He never wanted to. And I don't want to see harm come to either of them when he fails."

Galvan B…

The makeshift ship flew over the ground before landing outside the capital of the Mechamorph home world.

"Oh my…" Gwen said stepping onto the surface. Mechamorphs, frozen in states of horror, grey and ashy instead of their normal mechanical green.

"What the in the world happened here?" Kevin asked.

"Malware happened." Azmuth said, "He drained the Mechamorphs of their power."

"So are they..." Gwen asked afraid.

"Not yet. I can still help them." Azmuth answered.

"We can still help them." Zennith corrected, "Me and Azmuth will help the Mechamorphs, the rest of you, stop Malware."

"But Rook, we'll need you. Besides your Proto-Tool being too dangerous to let Malware absorb it. And second, we could use it to help the Mechamorphs." Azmuth said, "And Kevin, do not assimilate any of the metal here. As it is all connected to the Mechamorphs, the results are unpredictable." Kevin gave a nod.

"Very well." Rook said, "We will catch up with you as soon as we are able." The original trio of the team gave a nod and charged forward into the large pyramid.

"Hurry…up…and…fi-i-i-inish." Malware threatened.

"I'm almost done, once I hook this part up, you'll never have to worry about being complete ever again." Albedo said.

"Hey! Malware!" Ben yelled from the entrance. Malware turned around to glare at the Tennyson Team.

"Y-y-you…don't know…when…to quit." Malware said, "You…will…d-d-d-die here."

"Sorry, only one person is going down here. And that's you." Ben responded with a slamming down on the Omnitrix. Ben changed to a new form. This one was a lava-like humanoid, with a flaming head, wide lifted shoulders with what looked like shallow pools of lava upon them.

"Heatblast!" Ben cried out, "Come on really? I was going for Feedback!"

"Ben, did you forget how Feedback wasn't doing any good against him back on Galvan Prime?" Kevin commented.

"Yeah, but only because I was playing around." Heatblast answered. "Oh well, I wanted to fry him, but I guess I'll settle for broiling!" Heatblast fired two beams of flame down, and in a small explosion he took off into the sky before coming down at an angle, riding a large fireball. "Alright, time to turn up the heat." Using a fresh pair of flamethrowers as boosters, Heatblast came soaring at Malware at high speeds, crashing into him in an explosive wave of fire. Gwen and Kevin had to recoil from the heat of the explosion, while it's shockwave threw Albedo from the Helix. When the smoke cleared, Malware was holding Heatblast but the neck, seemingly unfazed by the fiery assault.

"P-P-Pathetic…human…child!" Malware yelled tossing Heatblast aside like a ragdoll.

"Oh come on." Heatblast grumbled rubbing his head and getting back on his two-toed feet, "Upgrade is nowhere near that heat resistant."

"Nothing about this guy is like Upgrade or even Ship." Kevin said, "You two try to handle him. I can't armor up with this stuff safely, so I'll try to get some answers from Albedo." Kevin grabbed the chain that was his necklace in order to coat his one fist with steel.

"Sounds like a plan." Gwen responded. Heatblast nodded in agreement as they both launched their projectile attacks against the rogue Mechamorph.

Albedo rubbed his head. He wasn't expecting the shockwave, and being thrown can be a disorientating experience. He came to in time to see Kevin's steel hand reach down for him, giving him time to hop out of the way.

"Hold still." Kevin said trying to grab him, throwing the occasional punch in order to try to throw him off balance. "Gotcha!" He said finally able to grab him.

"Let me go! You don't understand I'm on your side!" Albedo yelled.

"Then why where you trying to fix him?" Kevin asked.

"Like you would be able to understand. You can't even tell when you're under attack."

"Under attack?" Kevin asked. Suddenly he felt Malware's claws grab him, and with a powerful snap hurled him towards the attacking cousins.

"Way to go Kevin, you let a half finished robot slime sneak up on you." Heatblast mocked.

"Yeah, Albedo had my attention." Kevin confessed.

"Malware!" Albedo yelled, "The Helix is ready, use it, become whole!"

"Y-y-y-yes…" Malware stuttered moving for the Helix.

"Ben, heat him up. I think I have a plan." Gwen said.

"He seems to be able to toss off the fire pretty well." Heatblast commented.

"The fire doesn't have to destroy him Ben. Trust me on this. Just crank up the heat."

"Alright. One red hot Mechamorph coming up." Heatblast said taking a deep breath before throwing off a huge flame at Malware. It cleared away leaving Malware glowing in residual heat.

"Now my turn. Congelationis Dolor!" A blue beam fired off of Gwen's hands, hitting Malware exploding into a fog, leaving him covered in a thick layer of magic ice.

"Why did you need me to heat him to freeze him?" Heatblast asked.

"Mechamorphs are metal Ben." Gwen said as loud cracking and steam began to emit from the ice, "And when hot metal is rapidly cooled, it breaks."

"Uh Gwen, aren't these guy's liquid metal?" Kevin asked as the ice exploded, spraying globs of the yellow and black metal across the nearby area.

"Same principle though. Getting torn apart at the particle level, that couldn't have felt good."

"Doesn't look like he wants to stay down though." Heatblast said narrowing his eyes. Sure enough, Malware was still alive, the globs collecting and slowly letting the skeletal form take back its shape.

"Man, how many restarts does this guy have?" Kevin asked.

"I don't know, but I'm making sure that's his last one." Heatblast said narrowing his eyes, "Kevin, I'm going Nova."

"Whoa, Ben, we agreed. After you melted that heat treated stuff off me you weren't gonna go that hot again." Kevin tried in vain to talk him out of it.

"Yeah, but this guy isn't going down any other way." Heatblast said. "Gwen, shield you two."

"Ben, this isn't like you, what's going on here?" Gwen asked. "What exactly do you mean when you say 'going Nova'?"

"Heatblast is like a star. When a star dies, they kick out huge amounts of radiation with Super Novas. So when 'going Nova' is what me and Kevin call it when I put out all the fire and heat I can as Heatblast. It gets pretty hot."

"Presidium." Gwen Said putting a dome around her and Kevin, "I don't want to see what happens, but I also don't want to see that THING become even stronger."

"Alright, good." Heatblast said taking a deep breath, followed by another, and another. With a powerful yell, the flaming alien threw both hands forward releasing a powerful surge of flame, almost shooting forward as a beam of plasma over fire. The attack swallowed Malware and slammed against the back wall, covering it in Heatblast's fiery wrath.

Heatblast fell to his hands and knees, panting before flashing back to Ben.

"Whoa." Gwen said, "Ben, how have you and Kevin been keeping this kind of practice from me?" Gwen asked seeing the melted floor and back wall.

"Off planet." Ben panted. "Small plumber training facility nearby."

"Well, don't see Malware anywhere, so I think that got him." Kevin said. At that moment, a very weakened looking arm began to appear. Malware was still alive, barely able to hold a shape, crawling to the Helix. The trio of heroes had no way to react to this fact before his glowing hand wrapped around a pole of the Helix. The Helix hummed to life, and almost instantly, Malware began to reform, merging with the rest of it.

"Y-Yes…my upgrade…I am becoming complete!" Malware said, his voice growing stronger and more normal with each word. Suddenly the lights began to go red, and Malware was surrounded in red sparks, his body jerking around.

"What's going on?" Ben asked, shielding his eyes from the light.

"Malware's destruction." Albedo answered.

"You…said…you'd fix me!" Malware yelled.

"Like I would ever try to fix something like you." Albedo responded, "I rigged the Helix so when you tried to take advantage of it, you'd be fully destroyed."

"Albedo what have you done!" Azmuth yelled from the door. Rook had barged through, with Azmuth and Zennith on opposite shoulders.

"What you never had the guts to do!" Albedo responded, "Ending your mistake once and for all!" Malware cried out in a scream of pain as he began to collapse into a puddle of raw Galvanic Mechamorph material. "There, fallen into the sludge he was born from."

"How could you do that Albedo? He was a living creature." Zennith said.

"He was a monster. I did the right thing."

"Yes. You did." A disembodied voice said as Malware's remains began to take form again. Red began to sweep across him replacing his yellow. Glowing tears began to form between his rib lines. "I can feel it, a whole new power coursing through my body. I am fixed, I am repaired. I am superior to anything that was ever formed!"

"That's right, I fixed you. Now, get this harness off me!" Albedo said before Malware's claws landed around him like a cage, pulling him to inches before the glowing eye of Malware.

"If you wanted this deal of ours to be honored, you should have kept your mouth shut. Our partnership…is over." Malware's eye glowed an evil red before firing off a beam tossing Albedo across the room. Seeing the ruthless nature that Malware Blasted Albedo with, the team of heroes prepared to fight.

"You fools can't really believe you can stop me can you?" Malware asked. "I am superior to all the Mechamorphs. I do not upgrade technology. Technology upgrades **ME**." Malware charged forward. Swinging his claws with near lethal force, scattering them around the room. The Proto-Tool clanged to the ground, drawing Malware's attention. He marched over to it and looked it over. "My, what an impressive piece of technology."

"Come on Omnitrix, give me something I can use…" Ben said silently.

"This will give a very welcome upgrade." Malware said reaching for the proto-tool. A green flash filled the air before a diamond pillar shot up from the ground, tossing the proto-tool away from Malware, and simaltaniously slamming into his chest tossing the Mechamorph back.

A black boot stamped down on the ground, connected to white pants, and a black and white top all wrapped around a light blue crystal alien with two sharp spikes shaped like L's off his back with the Omnitrix symbol on his chest.

"Still not something I was aiming for, but I can't say that Dimaondhead isn't a good choice." The alien said cracking his knuckles and neck.

"You think a Petrosapien can defeat me?" Malware said.

"Pretty sure yeah." Diamondhead responded as the two charged each other. Malware's claws seemed unable to cut into Diamondhead's body, while a crude crystal mace came as a backhand, tossing Malware to the ground. The Mechamorph subspecies grew his wings and took to the sky, dodging a barrage of crystal shards lodging in the walls. Malware attempted his eye beam, but Diamondhead morphed his arm into a shield stopping the beam, before forcing it back against him.

"Trying a laser attack against me? Man, that's not smart. Guess you didn't get any of Azmuth's brains." Diamondhead taunted.

"You think you have the best of me?" Malware asked. "Without Azmuth's creation, you are nothing. And I will make sure no one has it. Even if I have to tear it from your body!" Malware lunged forward, slamming his claws into the Omnitrix insignia. Diamondhead grabbed his arm, trying to pull it off. Ben felt a horrible pain. Normally Diamondhead had no feeling of physical pain like this, but he could feel Malware's claws inside him. And feel a powerful, painful pinch in his brain. Eventually he was able to toss Malware off, leaving both of them panting.

"How did you do that?" Diamondhead asked.

"I am simply that superior to the rest of my species." Malware hissed on the ground, diamonds growing around the arm that was on the insignia. His other arm morphed into a jackhammer-like weapon. "Meanwhile, I'm going to carve you apart."

"Dude what's with your hand?" Diamondhead asked seeing the diamonds around Malware's unmorphed hand, "Wait a minute, you can't get out of that can you? Oh I think I know JUST how to beat you now." Diamond head entered a very true Sumo stance. Despite the danger of the situation, it still earned an annoyed groan from Kevin and a face palm from Gwen. Malware attempted to charge against Diamondhead, but a crystal palm slammed into his chest forcing him back as diamonds grew around Malware's body. He morphed his hand back too normal, trying to claw at the growing confinement until the only uncovered part was his head.

"You won't defeat me so easily!" Malware roared, "I am the superior version of the species! I will destroy you! I will have my revenge on Azmuth! I will"

"Yeah yeah, do me a favor. Hold that thought." Diamondhead said flicking Malware's face sealing the rogue Mechamorph in diamond. "Forever." Diamondhead transformed back into Ben, Azmuth looked at the ensnared being and sighed.

"I thought I could help him. But with the changes Albedo did, I don't know if I could." Azmuth lamented.

"Speaking of Albedo, I believe he has, as Earthlings might say, flown the chicken hatch." Rook said noticing a broken harness like what was on Albedo.

"It's flown the coop Rook." Ben said, "But yeah, Albedo's out of here."

"Malware must have damaged the harness when he attacked Albedo. He then changed in order to escape."

"So what do you suggest we do with this guy?" Kevin asked, "Unless you think we need a paperweight."

"I'll launch him into space. With the proper calculations, he should miss most everything for the next thousand years." Azmuth responded. "And thank you Tennyson. If you and your friend hadn't shown up, I don't know what would have happened."

"Azmuth, was that a compliment?" Ben asked.

"Don't get used to it." Azmuth said.

Rust Bucket 3…

The team was on their way back home, Ben looking out the window seeing a crystalized projectile fired off. Malware was launched off into the deepest reaches of space, and Ben seemed to be tracing it the whole way.

"Are you okay Ben?" Rook asked.

"Yeah Ben, I've seen you pretty bummed out, but this…you really don't seem like yourself." Gwen added.

"It's nothing." Ben said.

"Guy's leave him alone." Kevin said. "But Ben, if you ever want to talk about it, I have my ears open. I know what it's like having something weighing on your mind."

"Thanks Kev, but really I'm fine." Ben answered watching Malware's crystal tomb disappearing from view. Sadly, no one was able to notice Argoth's ship cloaked nearby, and secure the flying hunk of crystal. Inside the ship, Hackah had activated the teleporter transporting it inside.

"I really don't feel comfortable with this thing on our ship." Hackah said, "He's basically my predator. If he broke out, he would drain me into dust."

"I have to agree; I don't want a rogue Mechamorph loose on our ship." Nazak said.

"I need you two to be quiet." Argoth said, "I need this thing for my plan. Especially if the readings you recorded are right Nazak." Argoth smirked, examining the one palm of Malware, admiring the red hourglass shape burned into it. "Soon Tennyson, I will have everything I need."


	7. Prey

Alright, here is a fresh chapter/episode of Alien Vanguard. This time I will be introducing a character established in Omniverse, but with a couple changes to him. Namely his full role. I also realize I haven't been doing disclaimers. My bad. Anyway, Ben 10 is owned by Man of Action, I only own my aliens and OCs. So enjoy the story, comment, and feel free to suggest your own ideas.

* * *

A blue skinned humanoid alien in a black suit with various bones across his body as armor walked through the helm of Argoth's ship. He was greeted by Hackah and Nazak with Argoth sitting on the command ship. Nearby was a red skeleton-ized Galvanic Mechamorph sealed in a large crystal. "Khyber, grand hunter of the cosmos, tracker and killer of some of the galaxy's deadliest beasts. I'm so glad you took us up on this hunting opportunity." Argoth greeted the guest.

"I must say, I've heard stories and rumors about this Ben Tennyson, I'm eager to test the boy's mettle." Khyber said. "But I must ask, why the emphasis on taking him alive?"

"There is something we need from him, and we need him alive to use it." Argoth said, "But before you deliver us Tennyson, I need you to take a sample from the Omnitrix, so once you capture him, sample it with this." With a snap of his fingers, Nazak presented Khyber with a syringe like device.

"And if he lacks it?"

"Do with him as you wish."

"Good, I already have a great area picked out on my ship's walls." Khyber said putting the DNA sampler on his belt. "But, why are you so interested in a sample from that device?"

"That reason is for me and me alone." Argoth responded, "Should our newest trophy be able to sample organic and mechanical substances, we could trust the results from his accidental assimilation of data. But as he cannot, it could be false information. That device will let us know for sure."

"And the target?"

"A boy. His name is Ben Tennyson."

"I've heard of him. Hero of the Highbreed War. You want my services just for a sampling from him?"

"You can take whatever trophy you want from him, once our uses for him are done."

"Fine. At the very least, he'll be worthy prey." The hunter said turning and leaving the ship.

Meanwhile, down on Earth, the boy target, his cousin, her boyfriend, their alien teammate, and an old man were carrying a collection of bags from an old beat up RV.

"So, Rook, you ever go camping back on Revonnah?" Kevin asked.

"Not often. A few times when I was younger, after the harvest of course." Rook answered.

"Well I can't promise it'll be just like how it was back on Revonnah, but I'm sure you'll have a great time." Max said. "I even managed to make up a pot of Cortalopus Soup for supper tonight."

"Oh, that was my grandmother's favorite. It is quite good with Amberogia Loaf."

"How did she prepare the mealworms? It makes a world of difference."

"I don't know about you guys, but I'm all for giving Rook my share." Ben whispered to the other teenage Earthlings.

"That's a plan." Kevin whispered back.

Deep in the woods, Khyber observed his prey through a pair of binoculars. "This boy is the great Ben Tennyson? This will be easier than I thought." But the binoculars detected something about Gwen and Kevin. "An Anodite and an Osmosian. They will complicate things. The Revonnahgander will be no threat, but if that is Max Tennyson, he should be taken care of first." Khyber raised his hand to the sky, aligning it with the sun. "Based on this pathetic planet's rotation, won't be too long until dark. I'll strike then. Enjoy your day prey. It'll be the last one you have on this rock."

The day dragged on, with Khyber never venturing far from his perch. Things where all set up. Once he manages to get Max away from the rest of the group, the hunt could begin. In the campsite, Max began to ladle out the pink-purple substance.

"Ugh, I think I can still see the mealworms…" Gwen mumbled under her breath.

"I do prefer it more ground up." Rook said happily shoveling some into his mouth. "But that's for a better balance of flavor. But this has its advantages too."

"anyone ready for seconds?" Max asked.

"No, I'm still working on firsts." Kevin said, "And my first bite."

"So, I take it you won't be finishing that?" Rook asked only for Kevin to slide the bowl over to Rook.

"Hm…fire's getting low. Gonna get some more firewood from the forest. If I'm not back in five minutes, be sure to give the soup a stir? That stuff can get pretty bad if it burns to thick."

"Yeah sure Grandpa." Ben said, "Hard to believe this stuff can get worse." Ben added in after Grandpa Max left the area.

"You should take it seriously Ben. Burnt Cortalopus Soup is considered to be mostly inedible."

"Like it was edible before." Kevin sarcastically added.

Meanwhile in the woods Max was gathering fresh kindling from the fallen branches of the forest floor. He stopped after hearing a snapping branch.

"Someone there?" Max asked. He knew there wouldn't be an answer. But he asked to make it seem like he was off guard. But of course, as a highly skilled plumber, he wasn't easy to catch off guard. He also never went anywhere without at least some kind of blaster on him. But before Max could actually grab the blaster, Khyber struck.

He jumped down from the trees, a long thin spear with a wicked jagged blade in his hands, swinging it colliding with the side of Max's head. Max hit the ground like a sack of potatoes.

"I was expecting more from you Max Tennyson." Khyber said bringing the blade of his spear down on the dropped blaster.

"You probably should think twice before judging anyone." Max said pushing himself up off the dirt and right at Khyber, who managed to flip Max over himself and into a tree.

"I've been training longer than you've drawn breath, on a planet far deadlier than your nightmares. I think I can pass judgement on whatever I want."

=====Back at the Campsite=====

"Did you hear that?" Rook asked.

"What is it Rook?" Ben asked.

"I think Magister Tennyson may be in trouble."

"Grandpa Max can handle himself." Ben said. "Trust me."

"No, he's right." Gwen said, "I didn't look for it before, but Grandpa Max isn't doing well out there."

"Having to give up on a vacation to go after some alien menace. That sounds familiar." Ben said before becoming more serious "I'll go Wildmutt and see if I can't track down some kind of clue to what happened."

"Wouldn't it be easier to find him if Gwen senses him out?" Kevin asked.

"He's too weak. Someone really did a number on him. Ben really is the best option we have."

"Alright, everyone step back." Ben said dialing up the Wildmutt on the Omnitrix. He slammed down and in a flash, he was replaced with a large orange alien with a slightly enlonged neck, a few quills seeable on its back, light tiger strips, a short tail, and four powerful teeth amongst other smaller ones. The whole beast seemed like a mix of a large cat and dog. The alien then gave out a powerful roar.

"I think that's Wildmutt for 'Wildmutt'." Kevin quipped. Wildmutt began sniffing at the ground, the gills on his neck flaring open to take in the air. A series of growl like barks came.

"I do believe Ben is letting us know he found something." Rook said grabbing the Proto-Tool. After a while of searching, Wildmutt flashed back into Ben.

"Man, how far did this guy drag Grandpa Max." Ben asked. "I couldn't even track him down before I timed out."

"Well what now? Should we split up?" Kevin asked.

"We would cover more ground that way." Rook added.

"Rule one in a survival scenario," Ben brought up, "Never split up. Also, rule one in a horror movie."

"This isn't a movie Ben. Besides, each of us are able to handle ourselves pretty well." Gwen said, "And given how we need to find Grandpa, covering ground is the best idea."

"Alright." Ben said. "But we don't try to deal with whatever took Grandpa Max." The rest of the group gave a nod of agreement as they each traveled a different direction.

=====Kevin's Direction=====

Kevin walked through the forest searching for anything. "Maybe this was a bad idea. I don't have any gear or tracking abilities. Armoring up won't help much." He said aloud to himself before noticing a small drag mark. "But I do know a crime scene when I see one." A steady buzz and hum pierced through the air and a metal disk appearing cutting into Kevin's arm.

"Yes, but you don't seem to know a trap when you see one." Khyber said as the disk returned to his hand.

"Dude, you could have taken my arm off with that thing." Kevin said.

"The thought crossed my mind." Khyber said drawing a sinister knife. "But I decided it was better to capture you whole."

"Capture me? Yeah like I'm just gonna let that happen." Kevin said reaching down to a large rock so he became covered in stone. Kevin morphed his fist into a mace head and charged straight at Khyber, attempting to smash him with it. Khyber effortlessly stepped aside and did a swipe with his knife, cutting into his side. Kevin crashed into the group, his unmorphed hand grabbing his side.

"That cut through my armor." Kevin said.

"Did you think that my weapons wouldn't be able to get you through the pathetic covering of this planet's minerals?"

"Was kind of hoping." Kevin said increasing the size of both fists. "But you have to hit me for it to matter."

"For that, yes." Khyber said. "But this…not so much." The alien hunter tossed a grenade that exploded into a foul-smelling gas. Kevin grabbed his throat, gagging on the gas as his armor began to crumble off.

"What is that stuff?" Kevin coughed out.

"I'll spare you the specifics. But it's a special kind of gas, harmless to most lifeforms, but absolutely devastating to energy or matter absorbers like you. I never go anywhere without at least one grenade. And even after that one dose, I doubt you'll put up much of a fight." On that note, he tossed a disk that broke into a bolo-like weapon that wrapped Kevin's arms to his side.

"Think beating me means anything?" Kevin asked sarcastically. "I won't say this to my face, but Ben's way tougher than me. It's gonna take a lot more to take him down."

"I am hoping for it. After all, you're just the bait." Khyber said before extending his spear and striking Kevin out cold with the blunt end.

=====Gwen's Path=====

Gwen had her hand up, sensing out Max's mana. "Well, it's not getting any weaker. But it's not getting any stronger either. Grandpa Max…what did he do to you?" Gwen suddenly felt a sharp pain, almost at her very core. "What the…Kevin?" She asked switch targets, "Oh no, Kevin." Gwen felt torn. Both Max and Kevin where in bad shape. Either one would probably lead to the desired target, so she went with a core feeling she had and began to track down Kevin.

"Fascinating." A voice said from the trees, hidden and unable to be seen. "I had heard rumors of the Anodite Mate Sense…as a few scholars have called it." Suddenly a strange disk-device flew over her, before exploding into a web-like dome around Gwen. Khyber then emerged from the brush. "I'm glad that it could be used to lure you right to me."

"What are you talking about?" Gwen asked.

"Don't even know a thing about your own species. Pathetic." Khyber said.

"I may not know everything, but I know enough. And I'm always learning." Gwen said her eyes glowing purple and throwing a few energy orbs at the net-like dome. Only for each orb to be absorbed into it before a lightning surge came down from the top onto Gwen.

"Don't waste your time." Khyber calmly said, "That cage is designed to render all energy attacks mute. Something you glow bugs rely far too much on."

"I would really watch what you say." Gwen said taking a running start at the alien hunter, managing to pass right through the cage before attempting a round house kick to his temple. Khyber drew his knife and used the blunt end and the hook to grab Gwen's leg and with his free hand grabbed her before tossing her into a tree.

"My own take on a move used by the Tetramand when dealing with faster opponents." Khyber said before pulling a blaster. "But let's see how fast you are."

"Contego!" Gwen said raising a quick shield of defense blocking the blaster rounds. "Now," Gwen said lowering the shield, "Adfishio Potentia!" Several pink beams fired out and collided with Khyber, tossing him back into a tree. "Glow bugs huh?"

"Yeah Glow Bugs." Khyber said pulling a small green canister in secret. "Far too dependent on sorcery." The huntsman then tossed the small canister which exploded into a kind of goo covering Gwen's mouth before hardening into a chrysalis-like substance. He followed up this attack with a shoulder charge with the larger skull. Khyber then pulled out another kind of grenade and threw it, creating a powerful electrical discharge rendering the Anodite unconscious. "And I hate sorcery."

=====Rook's Path=====

The Proto-Tool was currently in its scanner mode, looking for any kind of motion inside the trees and brush that he would otherwise overlook. "No good, I am not picking anything up. I hope Ben and the others are having better luck at tracking down Magister Tennyson's capturer." A step caused Rook's foot to be caught in a snare which flipped him up into a tree. But some quick reflexes, and the Proto-Tool shifting into its sword form allowed Rook to cut himself down.

"But it would appear as though Magister Tennyson's capturer has found me."

"That he has." Khyber said firing off a series of darts only to be blocked by a quick shift into shield-mode by the Proto-tool. Khyber emerged from the bust holding a small smoking gun. "Interesting tool boy."

"Most versatile weapon in the galaxy. But I'm sure you have figured that out. Khyber the Huntsman." Rook responded shifting his weapon into bo-staff formation.

"You know of me then."

"Of course, you are wanted across the galaxy for multiple counts of illegal animal poaching, illegal weapon possession, and multiple counts of murder."

"I don't murder." Khyber said expanding his spear, "I hunt. And if the things happen to be intelligent…well then that makes for a better hunt." The two warriors charged at each other, their polearms clashing. Khyber pulled back and thrust the blade at the Revonnahgander, only for Rook to manage to use his own weapon to deflect the attack just enough to have the jagged edge sweep by Rook's fur.

"Don't make this harder on yourself. I am not after your hide, just the boy's." Khyber said as the two circled with the weapons held together trying to push the other back.

"If you are referring to Ben, he is my friend. And a plumber. You are not allowed to harm him." Rook countered breaking off the lock and swinging his bo-staff to clash again with Khyber's weapon. This time he was prepared. He fell back a bit before jousting forward, one end of his staff ending up in Khyber's gut. Rook followed up on this opportunity with a swipe knocking the spear tumbling from the hunter's hands. Rook then slammed the staff into the ground to pole vault over Khyber and attempted to strike him from behind.

But Khyber wouldn't have any of it. His hand easily found itself to Rook's weapon. "Nice try boy. But that wasn't anywhere near good enough." Khyber threw a powerful uppercut while also pulling the bo-staff from Rook's hand. Looking at the Proto-Tool, he tossed it aside. After clanking against the ground, it shrunk down back to its default form. Rook tossed himself up onto his feet. "Well, looks like I underestimated you. You fight pretty well for a farm boy."

"You are about to see just well this farm boy can fight." Rook said entering a battle stance. Khyber raised an eyebrow quizzically. "It would appear you have never seen Revonnah Kai. Allow me to enlighten you with a demonstration." Rook charged forward jumping into the air. "Thunder Heel!" Rook swung his leg allowing the back of his heel to connect with Khyber's face. "Wind Edge Strike!" Rook delivered a knife hand strike to Khyber's stomach, "and of course…Stone Cutter!" A powerful punch was delivered to Khyber's face forcing him to stumble back.

"Not bad moves." Khyber said stretching out his jaw from the last hit. "But I can't help but feel that you didn't deliver the full force those moves can generate."

"It is true. I left Revonnah before I could finish my training. Currently I have no knowledge of how to manipulate my aura for the full power of Revonnah Kai."

"Next time I would suggest you keep that information to yourself." Khyber said pulling out his knife. "That is, if there even is a next time." Khyber came at him with a flurry of knife blows. Rook back flipped into the trees to evade, causing Khyber to lose sight of him. "Where did you go?" Khyber then heard Rook drop down behind him, then summersault to reclaim the Proto-Tool.

"How is this for a next time?" Rook asked firing off a round from the blaster hitting Khyber square in the chest sending him to the ground. "Now, Khyber, you are under arrest for multiple counts of animal poaching and deliberate slaughter of intelligent life forms."

"I told you, I am a hunter." Khyber said secretly grabbing a handful of dirt. "And a hunter does whatever it takes to secure his quarry." The alien huntsman tossed the dirt as a blinding projectile. While Rook attempted to shake the earth from his eyes, Khyber used a roundhouse kick to once again separate the Plumber from his weapon before throwing his hand out to grab Rook by the shoulder and squeeze, the claw-like tips of his gloves managing to get through the armor. A sharp pain ran through the Revonnahgander before he collapsed, beginning to lose consciousness.

"What…was that…" Rook said weakly.

"The Hephaestan Neuro Grip. Able to subdue just about any kind of prey." Khyber mocked. "But it seems to work in procuring bait as well."

=====Ben's Path, a short time earlier=====

Ben pushed aside the brush. "I don't know why I thought this was a good idea." Ben grumbled before the Omnitrix chimed showing it was ready to transform again. "Alright, time for the return of Wildmutt!" Ben slammed down on the Omnitrix. But instead of the familiar orange beast alien, he instead turned into a large muscular wolf-like alien. He had a shaggy black mane, a light grey body, powerful black claws, a white and black jump suit with the Omnitrix symbol on his belt.

"Benwolf? Wrong dog alien." He said, "Also, I really need to think about renaming this guy. Wait a minute…" Benwolf sniffed at the air, "Wait…that's Gwen…and Rook…and Kevin…and Grandpa Max. They're all in one place. Geez, even I can tell it's a trap. Let's see how well I can turn this trap into my trap." He charged into the woods on all fours, "Alright freak, let's see how you like a little tactic out of Sumo Slammers 5: Hyper Bulk Edition."

=====Khyber's Campsite=====

Khyber sat before a fire, sharpening his knife against a bizarre hunk of bone. Behind him, lashed to a tree was his four captured targets. Gwen still had the substance across her mouth preventing her from casting any kind of spell. Meanwhile, Kevin was bound in a special rope disrupting his ability to absorb the substances around him.

"What are you even doing here anyway?" Kevin asked. "All you did was go after us."

"The Tennyson boy is my quarry." Khyber responded. "But the stories would show it is a fool's errand to face him in a straight up fight. But if I can lure him into a battle on my terms. Then I have a chance. But, in terms you might understand, you are bait."

"I doubt Ben will fall for this trap of yours." Rook said, "After all, all of us together, it is fairly obvious that you are baiting him. The Muroid traps on my family farm are more inconspicuous."

"But what can he do?" Khyber asked, "Either go after this trap, or have everyone he cares about wiped out by me."

"I wouldn't rule Ben out just yet." Max said. "He may not have my training, but all the time he spent dealing with aliens like you has put him well above your level."

"You can't even begin to understand my level." Khyber said before turning his attention to the woods. "But it would appear that the quarry is here." Khyber tossed a white substance over the fire extinguishing it before grabbing a rifle-like blaster and aiming it into the woods. The rifle displayed a thermal scan of the area picking up the body heat of a Loboan. Khyber trained the crosshairs on the rushing werewolf alien's form. Just before he pulled the trigger, a loud howl filled the air as Benwolf shot into the air.

"What the?" Khyber asked confused at the sudden tactic. Benwolf then came crashing down from the sky right in front of the hunter. Grabbing the barrel of his rifle, he spun on his heel, allowing him to toss Khyber away from it.

"You really didn't think I would just run straight at you, did you?" Benwolf asked tossing the rifle aside, "Come on, I'm not that stupid. By the way, who are you anyway?"

"He is Khyber. A goobag who hides behind the mantle of a hunter but is little more than a serial killer." Rook said.

"I believe Rook means slime bag." Kevin said, "And I just met the guy and have to agree."

"Well don't worry. I can take him." The werewolf alien said. "Alright Huntsman. Let's see how well you handle the Benwolf."

"Really? Benwolf? That's the best you could come up with?" Kevin quipped.

"Hey, things where complicated when I got this alien and I was 10. Excuse me for not coming up with the most original name." Benwolf said jumping out of the way of knife lunge from Khyber.

"Perhaps the name 'Howlitzer' would be appropriate?" Rook suggested. Kevin gave Rook a confused look.

"Did you just make a pun?"

"I have been practicing." Rook said proud of himself.

"Well it's not half bad." Benwolf, now going as Howlitzer, said evading a knife lunge from Khyber. Right after stepping out of the way split his mouth into four separate parts before letting out a powerful sonic howl right onto the intergalactic hunter. Khyber tossed another grenade like the one he used against Gwen to put the same substance around Howlitzer's mouth.

"May not hold forever, but I don't need it to." Khyber said producing his spear and lunging at Ben. Howlitzer managed to jump to avoid attack and hit the Omnitrix symbol on his waist. After the flash, he had slimmed down into the electrical alien Feedback, and far slim enough to just toss off the hardened substance now just hanging loose.

"Ha! You gotta try a lot harder than that to beat Ben Tennyson. Now, let's see if we can't charge up that dim bulb of a brain of yours." Electricity surged between the fingertip plugs.

"Sorry, but I came prepared for something like that." He tossed a disk device which exploded into the same net that ensnared Gwen. "It's amazing how many things I used to beat your cousin are proving to be just as effective against you."

"Look, you might have been able to catch Gwen like that, but it'll take a lot more to slow me down!" Feedback released a powerful surge of lightning, only for it to be absorbed by the net and an electrical surge dropped down upon Feedback, who instinctively absorbed it. "ooh, so effective. Here, let me show you some real electrical power!" He fired the fresh surge into the net, only for the process to repeat itself.

"I do not understand, why is Ben insisting on repeating this action? It would appear that alien is ineffective in this situation." Rook asked.

"Uh oh. I think I might have an idea. Ben dude! You gotta change aliens. Pick literally anyone else!" Kevin yelled.

"Stay out of his Kevin!" Feedback said, "I can keep this up all night! In fact, I kind of like it."

"That defiantly isn't good." Kevin responded. "You know, I think you're just afraid to actually fight him, that's why you're sticking to Feedback, so you don't have to fight him."

"Oh, that's what you think huh? Fine, I'll show you just how 'afraid' I am!" Feedback said hitting his Omnitrix symbol changing into Diamondhead.

"Whoa, head rush." Diamondhead said, "Anyway, time to get out of this stupid cage." A large diamond obelisk shot out of Diamondhead's back cutting through and breaking the net generating device into dozens of pieces.

"This could prove a true problem." Khyber said, "Petrosapiens aren't exactly the easiest to hunt. Should have brought a sonic weapon."

"What's the matter, didn't come prepared 'oh mighty hunter'?" Diamondhead mocked.

"A small mistake. But a proper hunter's skill can make up for any lack of tools." Khyber produced his spear. He jumped forward giving it a swing, followed by a thrust. Diamondhead easily countered shifting his arms into crude blades and gave a powerful swipe knocking the spear off target. Khyber stepped into the shift in momentum spinning on his heel into another thrust. This time Diamondhead turned his arms into a shield, the spear shattering against the crystal barrier.

"Really should have saw that coming." Diamondhead teased. "Wait a minute…" He looked down at his arms seeing a small break mending. "How did that actually damage me?"

"You'd be surprised what my weapons can damage." Khyber said producing the same disk the hunter used against Kevin. He gave it a powerful throw, and while Diamondhead raised his arms in defense, it was still able to make a decent cut into the crystal of his body.

"Ben!" Max yelled out, "Even if that thing can cut you, the bigger you are the smaller the cut!"

"Hey, good idea Grandpa Max." Diamondhead said charging at Khyber while hitting his Omnitrix symbol. In a flash, he changed into a large orange dinosaur and continued to get larger until Humungousaur was at his max size. Khyber's disk, already in the air, was slammed aside against the large reptilian fist, which then found its way to slam onto Khyber himself.

"So, Mr. Hunter, how does it feel to be the prey for once?"

"I wouldn't know, I'm still the predator." Khyber said producing a small prod and grabbed onto the large arm sending a powerful electrical current through him. As soon as Humungousaur hit the ground, he flashed back to Ben and the wrist that bore the Omnitrix had Khyber's boot swiftly on it.

"Why didn't you use that sooner?" Ben asked in a bit of pain.

"One shot weapon. Can't survive its own charge. But that doesn't matter now. Hold still and this might not hurt." Khyber said taking a strange device from his belt and stabbing it into the Omnitrix. When he pulled it back he looked over it, seeing the device light up a series of green lights, he sighed a bit. "Shame, seems that my employer will want you back alive. Oh well, just means I have to wait a bit before mounting your arms on my wall."

"Dude that's sick." Ben responded looking at the Omnitrix, "Come on, recharge…" he said quietly. Khyber pressed a few buttons on his wrist opening a kind of communication channel.

"I have Tennyson captured. And the device says that he has what you're looking for." He said into the device.

"Excellent." Argoth's voice said through the communication device. "My ship will be within Molecular Transport Range within minutes."

"Take a last look at your friends and family boy." Khyber said, "Because you won't see them again once Argoth's ship arrives." A chime gave Ben a grin.

"Yeah I don't think so. If you're such a great huntsman, surprised you didn't follow the number one rule one of Ben Warfare. Always secure the arms!" Ben quickly reached with his free arm and hit the Omnitrix. In a flash, he seemed to disappear. But a small green light flew up. Upon closer examination, it was a small mechanical alien, with a primarily silver body with black and white marks reminiscent of a jump suit, several green lines running along its limbs like circuitry, and a pair of dragonfly-like green energy wings emitting from its back.

"Say hello to NANOMECH!" the tiny alien squeaked releasing a powerful beam of bio-electrical energy knocking Khyber back a surprising amount given the size of the one firing the blast. He then flew over to his captured friends and fired another beam to cut Kevin free.

"Seriously Ben?" Kevin asked with a half chuckle, "The tiny robo bug?"

"Hey I hit the Omnitrix and he popped up. But hey, not really complaining." He said flying over to Gwen, "Hm…very tempted to leave this stuff on." He said in regards to the alien gag around his cousin's mouth. This earned a spiteful glare. "Relax cuz, just having some fun." Before he could blast, Khyber got back on his feet. "Kevin, get the others free, I'll keep him busy."

"Got it." Kevin said, "Rook, taking a hit off the armor."

"By all means." Rook responded as Kevin armored himself with the Proto-Armor's material.

Meanwhile Nanomech literally few circles around Khyber's head, giving him smaller, but still painful bio-electrical blasts while he swung annoyed with his knife.

"Hold still you worthless twerp!" Khyber snapped, "I have hunted every species in his galaxy and have never once failed to capture my quarry. You will not be the first!"

"To bad Nanomech is such a rarity you never hunted something like him before!" The tiny alien mocked.

"Then capturing you will be a first for the galaxy!" Khyber said failing another strike. When he attempted to swing again, a blaster round came flying and blasted the knife out of his hand. A bolo came through the air and grabbed him shortly after. Max was able to grab the discarded sniper rifle of Khyber's while Rook was able to reclaim his Proto-Tool.

"That was an impressive shot Magister Tennyson." Rook complimented.

"Meh, you should have seen me in my prime. I could have made that shot from twice the distance with half the prep time." Max responded. "Not a bad reaction shot of your own Rook."

"You humble me Magister Tennyson." Rook said approaching Khyber, "But as for you, Khyber the Huntsman, it would appear you will be the one behind the cage for once."

"I think he means either 'behind bars' or 'in a cage', but honestly what he said isn't horrible phrasing." Kevin said, and Gwen just nodded in response.

"Yeah Khyber." Nanomech said shifting back to Ben in a flash, "Guess this hunt is over."

"There are three things you should understand boy." Khyber said, "First, this hunt is far from over. Second is that I always get my quarry…always."

"That's only two things Khyber." Ben said. "What's the third?" A surge of energy filled the air as Argoth's ship appeared in the air above them.

"My ride is here. We'll meet again boy." Khyber said disappearing into a molecular transport, leaving the bolo he was tied in to fall to the ground. Argoth's ship immediately began to gain altitude. Ben reached for the Omnitrix only for Max's hand on his shoulder to stop him.

"This fight is over Ben." Max said, "You can't rush into a new battle after finishing one. Best to let them withdraw for the time being."

"Yeah, you're right." Ben said as Argoth's ship disappeared in a bright blur, "What do you think that guy wanted anyway? Aside from my arms."

"I do not have the faintest clue." Rook said, "He seemed interested in something regarding the Omnitrix. Perhaps a specific DNA sample?"

"We'll figure it out back at the Plumber's Headquarters. In the meantime, why don't we see if we're able to salvage at least a night out here."

"Do you think that is best? We do not know what Khyber is planning, why he is working for Argoth, or his reason for being here. Perhaps we should return to base and try to figure it out." Rook commented.

"Rook, listen, I've been doing this a long time," Ben said, "You can't worry about it so much. Look, we'll see what Argoth is planning down the line. Right now, we know so little, trying to figure it out will lead us down countless dead ends and wear us out. So, for now, just relax. Once we know more, we'll start narrowing it down."

"Wow…that was a surprisingly mature and intelligent thought. I did not think you were capable of such levels."

"Yeah, Ben's actually a lot smarter than he lets on." Gwen added in. "He's just a bit lazy and likes to keep expectations low." Ben just gave a 'what ya gonna do' shrug as they walked back to their camp site.

=====Argoth's Ship…=====

Khyber walked forward to where Argoth was sitting, flanked by a standing and on guard Nazak and Hackah.

"So, you have it then?" Argoth asked. Khyber responded by throwing the device to him. He caught it and activated it again. A hologram of a figure resembling a silhouette with a series of stars across it with white fists and three horn-like growths from the head.

"What DNA did I need to check to see if that boy has anyway? I've hunted every species in this galaxy, and I haven't seen anything like that."

"A Celestialsapien." Argoth said, "Exactly what I need for my plan."

"A Celestialsapien…" Khyber said a bit in awe. "I thought they were just legends. Stories of them, they seem to implausible."

"Well they are very much real." He replied. "And they are as powerful as the stories say. But your job is done here Khyber, your payment is in your ship."

Khyber nodded. "Make any plans you want." Khyber said silently, "I am the one who will capture the boy. And his remains will be the prize of my collection."

* * *

Alright, that marks the end of this chapter. I meant to do more of these post chapter author's notes, but turns out I don't have a lot to say. Anyway, I hope everyone has enjoyed my take on Khyber, importing many things from the Yautja, also knows and Predator.

The Anodite Mate Sense is an idea I had for Anodites. As many great sorcerers are portrayed as empaths, I figure a kind of highly powerful empathy themed power would be fitting for a race of mana beings. In this case, it is kind of sixth sense that alerts them if their significant other has suffered a major blow and is in need of help.


	8. Mega Charge

Alright, sorry for the wait. Anyway, I know it's quite a bit later in the list than in canon, but here's my take on the episode "A Jolt from the Past". I own nothing except OCs. Enjoy!

* * *

 _ **Mega Charge**_

Down in Bellwood's water front, inside a generic looking warehouse, was a single man performing a series of reps with a large dumbbell with nine weights on each end. A second man entered, mush scrawnier than the first with a black shirt, black hair, and a red stripe running through it.

"Hey boss?" The scrawny man asked trying to get his attention.

"This better be important Corvo. You know I don't like being bothered during my workout sessions."

"It is boss. The shipment arrived. The one from Sparksville." The bench pressing stopped and placed the dumbbell back onto the rack on the bench

"No kidding? Well this is defiantly worth stopping the reps for." The first man said. He pulled himself up from the bench. The man was dressed in a black shirt with a skull emblazoned on it, orange pants, spiked black armored boots, face paint similar to that of a skull, and a mohawk made up of orange spikes. "But this is great. With our fresh power source, we'll have so much fire power, who possibly will be able to stand up to us, let alone stop us?" The man and Corvo began to laugh an evil laugh.

Bellwood Streets…

"AHHHHHHHHH!" Ben shouted from the passenger seat of the Proto-TRUK.

"Ben, was that really necessary?" Rook asked from the driver's seat.

"I have to agree with Ben. Things aren't exactly exciting lately. And on community stake-out on top of that…" Kevin said from one of the back seats. He was right of course. Aside from the Khyber incident a few weeks ago, there had been next to nothing abnormal anywhere in town.

"It would seem to be abnormally calm. Especially with Argoth being close by." Rook commented. "Perhaps the other villains are remaining on the ground."

"I'm guessing you mean 'laying low'." Kevin said, "But really I don't see that being the case. Either way, I'm kind of glad to have the down time."

"Considering how early Ben and I started the whole hero thing. I kind of have to agree." Gwen added in.

"I was hoping for more action though. There are so many so many stories regarding you and Ben I would love the chance to continue to study their truth."

"Oh? So how are the stories standing up?" Ben asked.

"So far, I would call most true, but there is one I am sure must be made up. Alien X. Surely he cannot exist."

"What? Alien X is completely real." Ben said.

"Yeah, and real worthless." Kevin added.

"But I do not understand, if Alien X is so powerful, why do you not use him more often?"

"If I transform into Alien X, I'm literally a stationary statue unless I can get one of the other two personalities to agree with me. Rendering me just helpless."

"So, you are claiming he is real, but unusable."

"Trust me Rook, he is real, and really powerful, but also really useless." Gwen responded.

"But don't worry Rook, I'm more than willing to show you some of my other great aliens to show you more of the legends."

"Yes, that would be quite brilliant to see." The engine of the Proto-TRUK started and it left its sitting spot to be begin the night's patrol.

Screams pierced the clam night of Bellwood as a trio of crab-like aliens began to tear apart and eat a car. The owner witnessed all of this, backing away in fear before turning tail and running down the street, a fresh scream coming from his throat. The crab aliens where then caught off guard as a net fires through the air entangling one of the metal munching extra-terrestrial crustaceans.

Four-Arms walked into the alley cracking all four of his knuckles with Gwen having surrounded her hands in mana, Rook having the Proto-Tool ready, and Kevin absorbing the bricks of a nearby buildings. Two of the remaining three aliens coughed up a license plate and tried to awkwardly tried to stick it back on the car. Both pairs of Four Arms' eyes rolled as battle stances where dropped and an egg-shaped pod was thrown to collect all three of the off-world vandals.

Later, down the patrol, a fish-like alien covered in tentacles was slithering down the street, a purse in one of its tentacles. The Proto-Truck swung around the corner trying to catch him while Ben as Stinkfly made a much more direct route of flight. However, the alien seemed to just be returning a purse to an old woman who didn't even seem to know it was missing from how calmly she was sitting on the bench. Of course, that calmness was shattered when she turned and saw the alien causing her to scream and run away. Stinkfly's eye stalk lowered in disappointment as she shifted back into Ben who got back into the Proto-Truck as it arrived.

Later in the night, a larger alien with a squid-like head was seen backing a smaller child-sized alien into a corner of an alley. The alley became bathed in the light of the Proto-TRUK's headlights. A green flash and Ben was a pale-blue humanoid moth-like alien with a lanky build, a pair of wings that almost resembled a torn and frayed cloak, and patches of fur along his shoulders with the rest of his team standing in the alley almost looking down intimidatingly on the larger alien. The alien turned around annoyed allowing them to see a bottle as it picked up the smaller alien and began to feed it. Gwen, Rook, and Kevin began to awkwardly slink back into the Proto-TRUK while Big Chill sheepishly phased into the ground to disappear.

After a short break for food, Ben was sitting in the front seat of the Proto-TRUK finishing off a carton of chili fries. "After a faithful night of patrols, Ben 10 once again saved the world…from the dreaded car eating crabs."

"Well at least it's something." Kevin said. "Even if it's just like 10 days for property destruction."

"I'm just a bit annoyed. I mean, I could have gotten some more stuff done around the house. Instead of this patrol."

"Patrols are necessary regardless of how slow and eventless they may be Gwen." Rook responded. "Besides, you never know when something may happen and we will be needed."

"Yeah look, there's an ordinary guy on a cellphone, let's bust him for jaywalking." Ben said sarcastically. The man in question was wearing a black and orange hoodie with a skull on the front. His hood was down showing the matching black and orange hair. Rook's eyes narrowed taking in the device, a frown was forming as well.

"That does not appear to be a normal cellphone." He said, "And that power source appears to be not of this planet. Is that normal?"

"No…no it's not." Ben said, "Come on, and stay quiet." Gwen and Kevin got out of the Proto-TRUK as well.

"I'm sure I've seen this guy before…but I can't remember where." Kevin said.

"Stay quiet." Gwen reminded her boyfriend.

"What? Tell her I'm onto something big. And once the boss man's plan goes down, Corvo's back on top!" The man said into his phone. He looked back at the quad of people trailing him. "I'm gonna have to call you back." He said quickly turning around, his cellphone morphed into some kind of blaster as he fired a beam of yellow energy straight for our heroes. There was an explosion and during it he turned and ran. The smoke cleared to reveal Gwen having a mana shield up.

"By the authority of the Plumbers I order you to cease this chase!" Rook ordered.

"Make me cat-freak!" Corvo said continuing to run.

"Yeah Rook, that never works." Ben said chasing the goon into an alley, only for him to rocket out in an orange dune buggy nearly running over the heroes.

"Guys, get back and get to the Porto-TRUK, try to cut him off!" Ben ordered.

"I got my car on Auto Pilot coming straight for us. Another four wheels on the ground should help a lot." Rook and Ben nodded as Rook ran back for the Proto-TRUK and Ben began to charge for the buildings.

"Good luck outrunning Big Chill after I phase through these buildings." Ben said slamming down on the Omnitrix, only to run into the wall of the building as Heatblast.

"Heatblast? Are you kidding me?" Heatblast bemoaned. "Fine, time to improvise." Heatblast began to glow brighter before shooting a turret of fire beneath him before collecting it into a fireball, chasing after the car. Seeing the flying fire man chasing him, he pulled out his blaster again and fired into the air, making Heatblast have to weave back and forth. The driver than took a hard swerve to avoid the Proto-TRUK attempting to head him off. Rook pounded on the steering wheel in frustration before hitting a switch shifting the truck into jet mode.

Shortly after Kevin's green muscle car gained fast on the road. A winch appeared in the front and fired out, a powerful magnet attached to the back of the car and Kevin slammed on the breaks before switching into reverse.

"That's not gonna hold me punk." Corvo said slamming down on the accelerator breaking the wire of the winch.

"Man, this guy's car has some serious pep to it!" Kevin said as his car spun out a bit before he got it back into control, "Just wish I could remember who he was or where I saw him before."

"Is that really the best thing to think about right now?" Gwen asked annoyed.

"I've had about enough of this." Heatblast said increasing the speed of the fireball he rode before jumping off it. He hit his Omnitrix symbol while flying through the air changing into a bulky metal alien with various metal straps across him making him look like something akin to a walking furnace with a grill plate face with a red glow behind it.

"NRG!" He yelled smashing into the ground leaving a crater where he landed. "Alrrright, stop now and ve von't have to do zis harrrd vay." Corvo tried to swerve out of the way, but NRG did his best to put himself in his path once again. And while the bulky metal containment suit of NRG was able to hold the runaway car for a bit, he was ultimately unable to keep him from force himself free of his grasp and drive away. "Fine, harrrd vay it zen." The glow behind NRG's grill plate grew brighter until he released a beam of radiation heat directly at the road melting it. The melted road continued to rush forward until it caught up to and passed the fleeing car, melted asphalt swallowing the cars of the wheels before cooling hard again.

"Ben, do you not thing that was a little unneeded?" Rook asked. NRG shifted back to Ben.

"Well we weren't really catching him other ways." Ben responded.

"Speaking of which," Gwen said shooting out a stretch of pink mana grabbing Corvo as he jumped out of the car and tried to run on foot, "Where do you think you're going?" She reeled him back. Kevin grabbed the cellphone/blaster from the guy.

"Cellphone blaster hybrid. Level 4 tech. Really only advanced cultures get this level stuff. But I doubt you got it yourself so you gotta be someone's henchman." Kevin said.

"That's pretty much obvious from the stupid outfit." Gwen added.

"You are correct Kevin." Rook said scanning the blaster. "Level 4 technology. You picked up on it very quick."

"What can I say, me and Argit moved a lot of tech."

"Guys can we focus?" Ben asked, "Alright buddy, where's your boss so I can kick his butt?"

"Please, you have no chance against my boss." Corvo said, "Ask Levin here, he would know."

"Yeah, I don't remember who you are. Or your boss." A noise came from the half-buried car.

"What was that?" Ben asked.

"I don't know, your freak tactic probably damaged my engine." Corvo said.

"I'll check it out. Rook care to help me?" Kevin asked. Rook nodded in agreement.

"No, you stay away from that!" Corvo said. Rook opened the front of the buggy to see a large glowing yellow tube with smaller tubes hooked up to it. Cracks began to form in the tube before it seemed to explode into an electrical discharge. While Rook and Kevin weren't hurt, a small battery-like alien flew out of the tube.

"A Nosedeenian." Rook said as it zipped around the air, "He and his boss must be using them as living batteries to power their alien machines."

"No duh." Kevin said trying to swat the thing away from his face despite its size. "So, how do we contain this stupid thing?"

"I do not think that's fully important Kevin. Nosedeenians are mostly just playful." Rook said as it gave him a shock making him jump, "But they have been known to be mischievous and destructive."

"That's putting it mildly," Ben said, "Fought these guys when me and Gwen where younger. Bit of advice, don't get shocked."

"Noted." Rook said receiving another shock before the Nosedeenian noticed Corvo's backpack and flew into it. The backpack began to spark up before two Nosedeenians broke out of it. The sudden jerk of them escaping broke Gwen's hold and made her drop Corvo who quickly took off running.

"Did it just multiply?" Gwen asked preparing a mana attack, remembering what they did back in Sparksville.

"No, I think that was a second one." Rook responded as the twin Nosedeenians swirled around the group giving them mild shocks and zaps.

"What is wrong with these things?" Ben asked.

"I do not know but they are trying to get away!" Rook pointed out. The pair of Nosedeenians zapped themselves into the powerlines and began to travel along the wires.

"Rook, give me some eyes in the sky. Kevin, Gwen, see if we have anything in the Proto-TRUK or Kevin's car we can use to hold those things." Ben said running off after them as Rook fired a grappling hook up onto the roofs of nearby buildings. Ben could see the yellow surges of electricity getting further away from him. "Rook, where they going buddy?"

"It would appear they are heading for the water front."

"Gotcha. Fine, you guys think you're so great, let's see you outrun one of your own!" Ben dialed up Buzzshock on the Omnitrix and slammed down.

Rather than turning into the black and white energy alien, he instead swelled out into rotund, brass skinned alien covered in black lines with a transparent glass plate on his chest that bore the Omnitrix symbol on it with green gears moving within and a wind-up key on top of his head.

"Clockverk? But he is zo slow!" The freshly changed alien said but continuing to run before he saw the electrical trail escape far in front of him. "Lost zem already. Zis is just terrific…huh?" He wondered aloud seeing them return and appear above the wires, one making obnoxious noises while the other one blew a raspberry at the time manipulator.

"Vat are zey doing?" Clockwerk asked in confusion before something dawned on him as the two fleeing Nosedeenians popped back into the wires, "Vait…of course! Clockverk doesn't have to be faster, zey just have to be slover!" The wind-up key on Clockwork began to spin until green energy spread off him. And while the Nosedeenians where still fast, it was more like chasing down a skilled track jogger, rather than catching electricity. "Rook, I zink I can keep up vith zem like zis. Zee if Gven and Kevin have anything und track my location."

"Affirmative." Rook said doubling back watching Clockwork dash off in a blur.

Bellwood Harbor…

Clockwork was panting heavily when he reached the waterfront, he had to restart the time slow several times. He was practically suffocating due to exhaustion from the run by the time the Proto-TRUK arrived.

"Amazed you were able to keep up with them Ben. A Chronosapien time manipulation can only reach so far and they could have easily outpaced it." Rook said. A red flash and Clockwork was back to a panting Ben.

"Yeah…I know…" Ben panted. "Just…give me a minute…"

"Dude are you gonna be okay?" Kevin asked. "Look like you're gonna hurl. And for distance at that."

"Yeah, yeah I think I'm fine." Ben said straightening himself, "But if I start to turn green, either get out of in front of me or point me at a bad guy. You guys get something to catch the Megawhatts in?"

"Nothing long term. But I got a rubber lined tool box we might be able to use." Kevin said, "Should hold them long enough for some other plumbers to show up with something that can hold them longer."

"Good enough. Come on let's go." Ben said. The group snuck into the warehouse and where immediately struck in awe. Strewn across the warehouse was a number of large machinery plus a number of large crates containing some unknown machinery.

"Whoa, guys look at all this stuff." Kevin said. "This is some serious stuff here. Major firepower."

"That I believe is an understatement." Rook said running the Proto-Tool across the room in scanner mode. "These crates contain far more alien technology. Level 6. Weapons, power armors, and far more. If you name it, I believe that it will be somewhere in this warehouse."

"But this stuff can't be powered on Earth. Even nuclear power would be like a AA battery compared to what these things normally run off of." Kevin pointed out.

"Yeah…I think I found out." Gwen said reaching near the center of warehouse. There was some large engine-like machine with several glass tubes loaded into it. Inside nearly every tube was a Nosedeenian who occasionally flared up in electricity with the voltage being drained into the large machine, yelling in pain the whole time. Meanwhile the two freed Nosedeenian began to try to break out their fellow aliens by banging on the glass tubes.

"Whoever is doing this is using these things to power the alien technology." Kevin said.

"Then I'm busting them out." Ben said readying the Omnitrix before a beam of energy shot down and grabbed the two free Nosedeenians and pulled them into a pair of mechanical arms filling tanks on the shoulders making them glow yellow. The man operating the arms was of a semi-muscular build with tan skin, white hair in a mohawk, and a black shirt with what almost looked like orange skulls on it.

"Thanks. Boss would have been pretty mad if he found out a pair of the batteries got out." The man who absorbed the batteries said. "Of course, boss also doesn't much like spies snooping around."

"Let them go." Ben threatened his eyes narrowing. "Trust me, you don't want me to make you." Suddenly a similar beam to what caught the Nosedeenians grabbed the group and lifted them up off the ground. A second man appeared. With similar build to the first man but with pale skin and orange hair in his mohawk and grey stars instead of orange skulls.

Behind him, the large warehouse doors where opened with an ease and speed that made them seem more like sheets of plywood rather than slabs of steel. The man who opened the doors with such force was large and stormed in, followed by Corvo. "Alright, this had better be worth it. I already had my work out interrupted once today. And I don't like having my" The large man stopped when he saw the floaters, "Well well. If it isn't Kevin Levin. Long time."

"Alright now I'm sure I'm supposed to recognize this guy and his goons." Kevin said.

"Never were that sharp Levin." The man said walking by them tossing his towel around his neck aside.

"Sharp enough to know when I'm being insulted…. wait…" Kevin said.

"Who are you anyway?" Ben asked.

"Name's Fisttrick." He said beginning to work over a punching bag. "Took over a bunch of Levin's old channels after he went straight. Now my turn. What are you bros and babe doing in my place of business?"

"With a place this remote, and no sign, something tells me you don't like people knowing this is your place of business." Ben said seeing Rook pull out a small device.

"Look bro, Kevin can confirm. These things don't exactly fall off the truck." Fisttrick said barely turning his attention off the punches he's throwing. "But that's where me and Kev's styles different. See, he was fine with getting the tech himself, and selling it off to some other aliens. Me, I prefer a different style. Some alien makes it, I use other aliens to charge it, I mass produce it, and I sell it to anyone with the cash." Fisttrick threw a powerful punch launching the punching bag swinging strong enough to break the chain and crash against the far wall. "It's just good business."

"Believe it or not, I remember this freak now." Kevin said. "Sells anything to anyone. Real scumbag."

"Hurl insults all you want bro." Fisttrick said, "Point is, you lose, I win." The muscle meathead noticed the device Rook had as a red light on it changed to green, "What is that?"

"An electron entanglement disruptor." Rook said cheerfully pressing down on a button releasing a green energy pulse breaking up the yellow beam they were held in. As soon as they were free, all the heroes readied for battle. Rook pulled out the Proto-Tool, Gwen surrounded her hands in her mana, Kevin armored up off of the concrete of the ground, and Ben slammed down on the Omnitrix turning into a segmented alien.

"BLOXX!" The alien yelled forming both fists into a single large hammer, spinning and slamming it into Fisttrick. Sadly, the skull-faced villain seemed to just pull himself up from the hit.

"Thug! Hoodlum! Take them out!" Fisttrick ordered.

"Wait, those are your guy's names?" Gwen asked seeing the two punks charge.

"Man Kevin, how did you forget this guy?" Bloxx asked.

"Hey, me and Argit met a lot of weird guys." Kevin said, "Although, I really should have recognized the fashion sense." The orange haired goon, apparently named Thug, charged at Rook, who quickly did a leg sweep tripping the guy up and a roundhouse kick to knock him into a wall. The other gang member, probably named Hoodlum, slammed his fists together covering them in electricity. The kicked aside Thug tried to do the same, but a ground smash from Bloxx sent a cracking upsurge of the ground throwing him off balance allowing Kevin to rush in and slam a stone covered fist right against his face knocking him out cold.

Hoodlum charged at Rook, swinging his energized fists. Rook managed to stay one step ahead of the blows, changing the proto-tool into a sword formation and after a particular heavy punch slashed at it causing the arm to lose power and fall to the ground. He charged an energy beam from his working arm, but Bloxx's arm stretched out and grabbed the energy gathering knuckle before morphing to fully enclose around it. He flung Hoodlum at Fisttrick's feet, leaving the cannon barrel covered before it exploded knocking out Hoodlum and causing Fisttrick and Corvo to have to take a step back because of the smoke.

"I hope you know you made a big mistake." Fisttrick said as Bloxx changed back into Ben.

"Yeah, I make them all the time." Ben said. "But let's see just how bad this one was." Rather than remarking, Fisttrick turned and run. Corvo seeing his boss flee did the same running after him. Gwen placed her hand forward.

"Somnus!" She said an energy surrounded Corvo causing him to fall on his face with a loud snore. Meanwhile an area of the ground began to open and Fisttrick jumped down into it.

"Hurry up guys he's getting away!" Ben said before a loud rumbling filled the air as the hole grew bigger.

"I do not believe that escape is his intention." Rook stated as a large figure began to rise up.

"You know bros and babe, you four aren't exactly the smartest people I've come across." Fisttrick said sitting in some kind of control hub in the figure's chest. "I mean, didn't you wonder why I needed so many of these Nosedeenians? All to charge this big boy. Something I threw together from the best of the best of what I got my hands on.

The power armor was a large bulky frame with an orange color scheme, helmet like head with a series of spikes mirroring its pilot's own mohawk. The arms ended in claw-like hands with almost shield-like arms. The legs where thick ending with tank-like treads around heavy duty armor making the feet look more like the ending of legs rather than unique body parts.

"Ben, we need serious muscle." Gwen said as Fisttrick's power suit prepared a powerful punch that Gwen was barely able to get her shield up in time and even then, it barely withstood the impact.

"Indeed." Rook said, "Me and Gwen will attempt to give you the time you need." Rook took aim with the Proto-Tool while Gwen released a barrage of mana attacks.

"Don't worry guys, Humungousaur coming up." Ben said slamming down on the Omnitrix. Rather than the orange dinosaur, he instead began to grow into an 11-foot stone humanoid with a round torso-head hybrid, thick arms covered in plates and a series of spikes like mountains or mesas, four fingered hands, three toed feet, and some kind of semi-glowing red of swirling substances area near his gut with a white spot in the center of it. The Omnitrix symbol rested in between his eyes. "What the? Who and what is this?"

"A Galilean Ben." Rook explained just barely taking his attention off Fisttrick, "A living planet."

"What? A pile of rocks? Don't I already have someone like this on the Omnitrix?" Ben seemed to think over to quickly drop the thought when Fisttrick stomped down making Gwen and Rook dive in different directions.

"Hey rock head, that little shapeshift thing ain't gonna help you here!" Fisttrick said throwing a powerful punch launching the living planet through the wall of the warehouse. "All that size…and you can't do anything with it. Pathetic." Fisttrick taunted exiting the warehouse in the suit before grabbing Kevin's car off the ground. He hurled it at Ben who raised an arm in defense, a strange white energy wrapped around it, and Kevin's car stopped mid-air.

"Huh?" He asked in confusion.

"Ben!" Rook said seeing Ben was okay, "Ben, Galileans can manipulate gravity."

"You don't say…" Ben said with a smirk. "Well, let's see how this chump likes a **GRAVATTACK**!" The newly christened alien swung his arm down increasing the gravitational pull on Kevin's car, sending it slamming down into the armor of his punk enemy.

"Ben! My car!" Kevin yelled out.

"Oh, sorry dude." Gravattack said. Fisttrick quickly recovered from the automobile attack and tried to throw a punch, but was caught in a minimal gravity effect curtsey of Gravattack.

"Trying to throw a punch while I'm talking? Not cool." Gravattack said, "But since I got you all hung up, how about a little thing I learned from the newest Sumo Slammers game?" Using both hands he raised Fisttrick up high into the air, before causing him to come crashing down under extreme gravity pressure.

"Gwen, Kevin, give me a hand." Rook said rushing onto the back of Fisttrick's armor, "We have to free the Nosedeenians."

"Hey! Don't mess with my suit!" Fisttrick said hitting a few buttons causing a massive discharge of electrical energy from his back. The current flowed through each of three trying to depower the weapon and where thrown off. All three then laid there, seemingly unresponsive.

"Gwen! Kevin! Rook! You're gonna pay for messing with my friends!" Gravattack said trying to charge Fisttrick, but the battle armor sprung back to its feet grabbing the living planet by his face before twisting and slamming him into the ground.

"You! Can't! Defeat! Me!" Fisttrick said punching Gravattack's face on each word. His fist and forearm seemed to sink into his arm turning each punch into a powerful piston blow. "So, you had enough yet bro?"

"Ugh…yeah I think I have." Gravattack moaned out.

"Shame, I have more left in the tank. See, there's a possibly you could be a threat to my organization." Fisttrick retracting the fist yet again for another blow lowering his aim to Gravattack's core. "Interesting side note, I've always wanted to see what happens if you crush a planet's core. And hey, looks like I got my work out today anyway."

"Hey! Leave him alone!" Kevin's voiced yelled out. Fisttrick turned to see Kevin, gaining a fresh covering of armor off the cables of a crane being swung on it like a makeshift wrecking ball before jumping off, forming both fists into large hammers slamming both into Fisttrick making the large armored figure to stammer back before Gwen's voice came up.

"Aquata Risa Spackwata!" She said water shooting up, arcing around the dock to catch the nearly falling figure, tossing him up into the air before hitting the dock.

"Guys! You had me worried there for a sec." Gravattack said seeing Kevin and Gwen okay, "And here I thought me and Kevin where the only ones who practiced combo moves."

"Ben!" Rook called out from the crane controls. "I think I have a way to depower his armor, but I need him to remain stationary."

"Pretty good trick there girlie." Fisttrick said getting his armor back on its feet. "Wouldn't mind having you on my crew. How you feel about leather?"

"Not in a million years creep!" Gwen retorted. "And I have a boyfriend you know."

"Ouch, that had to hurt, hope you didn't get to crushed. After all, gotta be something left for me to crush!" Gravattack said creating the energy around his hands and greatly increasing the gravity upon his opponent.

"You think I can't handle this? In this suit, I can lift this like it was nothing bro!" Fisttrick said, "You got nothing. Just a one trick pony."

"Hey, I just got this guy cut me a break." Gravattack commented, "And yeah, you might be able to handle all this extra weight. But think the docks can?" Gravattack said smirking on that last point. Fisttrick looked down, hearing the sound of cracking concrete, wood, and straining steel beams. Suddenly he burst through, splashing down into the water. Before Gravattack lifted the armor out of the water, before slamming it back down.

"Hey, it's like a dunk tank!" Gravattack said, "You know, this is pretty fun when it's not your butt getting soaked by age regressing water. Hey Gwen, care to give me a hand giving this guy a good cleaning?"

"My pleasure." Gwen responded raising her hand. "Tur-bo!" A pink whirlwind created around Fisttrick but lowered into the water, causing it to spin. Between Gwen controlling the water with the wind, and Gravattack dunking him, Fisttrick was practically caught in a large washing machine.

"How you doing in there big guy?" Gravattack taunted. Inside the cockpit Fisttrick was out of prime control position, soaked, and half ready to throw up. Gravattack caused the water-logged suit to raise and float above the water. "Well Rook, I don't think he's getting any more stationary." Rook nodded grabbing the edge of the crane roof before flipping himself up onto it and running out onto the crane's arm before shifting the Proto-Tool into a bow formation.

Rook aimed carefully before firing off two long and thing energy poles both punching easily into the suit's armor. The containers holding the Nosedeenians released before breaking open against the undamaged parts of the dock, freeing the captured aliens.

"Wow, nice shot Rook." Gravattack said. "Now, one more for good measure." Gravattack said tossing the armor high up into the air, letting Earth's natural gravity bring him falling down to the ground and crashing into the dock.

"Warning, power level critical…remaining power 12%...power lever dropping rapidly…running off backup power supply." Fisttrick's armor sited error after error as he finally got himself back into control of it.

"Okay, that's it. No one makes a fool out of me and gets to talk about it!" Fisttrick yelled revealing a hidden button, "Feast on this bro!" His fist slammed down on the button in anger, several missile salvos appeared from various points in his armor before firing off a swarm of explosive projectiles. Out of reflex, Gravattack raised his arms in defense, but the missiles where seemingly pulled off their course to begin to circle around Gravattack.

"What the…whoa…check it out guys! I got my own orbit!" Gravattack boasted.

"With how big your head can be it was only a matter of time." Kevin slipped in.

"I heard that." Gravattack said, "But I do have an idea…" He said beginning to concentrate while glaring at Fisttrick.

"Oh…this is not gonna end well…" Fisttrick bemoaned. Gravattack began to curl up into a ball, making him resemble a small planet. The large armor began to get pulled in to circle the living planet alongside his missiles.

"Hey…bro…." Gravattack said with a mocking tone on the last word, "Care to make any bets on where you're gonna end up? To late you're off!" The armor was freed from the gravitational orbit and was hurled across the waterfront into a shipment of his weapons. "Hey, don't forget about these!" He released the missile massacre having the missiles roughly follow the same path as Fisttrick. As Fisttrick tried to get the armor to respond to avoid the attack, he wasn't able to get it to work resulting in the missiles to pepper his armor resulting in a massive explosion.

Fisttrick began to crawl out of his ruined armor seeing the team stare him down. "Ugh…. bro…."

"That was not easy." Rook commented.

"Yeah, I don't remember the guy being that tough." Kevin said.

"You didn't even remember him until now." Gwen said producing her badge. "Gwen Tennyson on the Bellwood docks. We have multiple containers of contraband and the smugglers ready for pick up…"

Later…

Several plumber agents where soon on the scene, taking Fisttrick's various pieces of smuggled alien technology into their possession. Meanwhile, others where leading Fisttrick into a kind of shuttle, as he was put through the perp walk, he cast a glare down upon Team Tennyson that basically read 'This isn't over bro. And I'll be ready when round two comes'. Kevin actually noticed something on the ground when looking away to avoid Fisttrick's gaze.

"Dude! A level 6 Techadon Firing Pin! How in the world did Fisttrick get his hands on this?" Kevin said in amazement, before he noticed a blond haired muscular male looking at him with a raised eyebrow. "That I of course was going to give to you Cooper." Kevin handed over the piece of alien weaponry. Cooper placed his hand on it as his eyes glowed blue.

"Wouldn't have been able to do anything with it anyway Kevin. Damaged." He said his eyes going back to normal. "You must have really smacked the guy around to damage it. Suppose you can take solace in that." As Cooper walked away and Kevin gave a slight groan in annoyance Max approached the young heroes.

"So, I thought you guys might want to hear, there's a group of Megawhatts, who volunteered to help power Undertown." Max said.

"Really? Who?" Ben asked confused before Max pointed to a large container being moved containing the Nosedeenians who were previously trapped in Fisttrick's generator. Meanwhile the others who were freed by the battle seemed to be willingly lead into the container. Once even shook a plumber's hand before seeing Ben and the others, giving them a friendly wave, and zapping into the container to join his friends.

"Hey, no problem." Ben said returning the wave, "You know, those guys aren't half bad when they aren't attacking an entire town."

"Yes, they are actually quite friendly. They just do not fully know when to reel their antics in." Rook said, "Now Gwen, I believe you said you had things to take care of back home? I believe this patrol has served its intended purpose."

"Thanks Rook, but after this, I don't know if I'll be able to focus. But bed sounds real nice."

"Have to agree with you there." Kevin said, "Come on, I'll drive you home."

"I am more than willing to give you a lift home as well Ben." Kevin said.

"Thanks man." Ben said, "Just, let's keep it on the ground. Don't want to draw any attention. And by the way, Alien X is real."

"But then why can I not see him?" Rook asked in confusion as they turned to go to the Proto-TRUK as Kevin simply chuckled and Gwen shook her head.

"Some things…you just have to trust me on."

Later that night, a Plumber Cell…

Fisttrick kept his feet on his bunk, doing push-ups against the floor. "Stupid…bro…ruin my ring…force me to this pathetic work out…" He mumbled under his breath. He then heard a ringing coming from a hidden compartment on his boot. Taking a quick look around for guards. He pulled a kind of sim-card like device from his boot and seemed to slide a part of it open. A holographic screen appeared showing the masked face of Nazak.

"Nazak! Great to hear from you bro!" Fisttrick said, "Look, plumbers got me locked up. So, I was thinking you and your crew lay an attack on this place and get me out of here."

"You were captured?" Nazak asked. "Well, that certainly changes things. For starters, it would appear the Plumbers who got you missed this." The masked alien held up a glowing canister. "A galvanized ion power core. Rare, hard to get. Glad to see you could get your hands on it."

"Yeah that thing wasn't easy. But I'll gladly knock down the price if you get me out of here."

"See, that's where the plan changes. We could free you and pay you. But…I have it now. And you can't stop me from just taking it."

"Wait-What?" Fisttrick said, "Bro! You can't do that! We had a deal!"

"So sorry _bro_." Nazak mocked. "But you know what they say. No honor among thieves. Next time…take your payment up front." The screen died out and the device destroyed itself in a small explosion. As Fisttrick coughed and waved the smoke from his face, Kevin showed up outside his cell.

"What are you doing here?" Fisttrick asked.

"Well, I decided to bring you your meal. A little 'thank you' for taking over my business."

"Hey, it's not like some straight-laced bro like you needed it anymore." Fisttrick said with a smirk.

"Yeah, I don't. But doesn't mean I'm happy you took it. Anyway, Ben pulled some strings to pick your meal. And he let me deliver it. Enjoy." Kevin said giving the covered platter to Fisttrick. The skull-faced man opened it to reveal its contents…chili fries.

"CHILI FRIES!" Fisttrick yelled seemingly afraid of the dish. "It's almost nothing but grease! I'll get you for this bro! You hear me! BRO!" Fisttrick yelled as Kevin walked away laughing.


	9. Tomb Raiding

Newest chapter finally done. As always I own nothing. Now, time to re-introduce a character I feel gets a bad rep, and one I hope to improve.

* * *

Ben, Kevin, and Gwen arrived at the Plumber HQ after receiving an order to return to base right away. They were immediately greeted by Rook, who did seem to be in at least a light state of distress.

"Rook what's going on?" Ben asked. "Grandpa Max sounded a bit freaked out. He just told us to get here stat."

"The Iron Workers have lost their top field agent." Rook stated firmly. "Obviously they are in a panic."

"Hold on, Iron Workers? Who the heck are they?" Kevin asked.

"A kind of sub-branch of the Plumbers. They specialize in arcane, occult, or other paranormal situations. Used the same name as the Plumbers during some of the real old days." Gwen explained. "There was a short time I thought I would do better with them than the Plumbers."

"I am glad you changed your mind Gwen. I have found working with you a great pleasure. Regardless, Magister Tennyson was approached by a Magister of the Iron Workers."

"Why would they come to us?" Ben asked. "I mean, surely they got guys who can who can go in after her."

"Magister Green knows Magister Tennyson personally. I believe you have met both him and the missing agent."

"Wait wait…" Ben said, "Green? Rook, the missing agent, it's Kai isn't it?" Rook sighed.

"Yes, the missing agent is Kai Green. Now Ben, I am aware you have a history with her"

"A history is putting it mildly Rook." Ben interrupted.

"Wait…Kai Green. That's your first girlfriend right Ben?" Kevin asked.

"How did you know about that?" Ben asked.

"I told him and Rook." Gwen added. "We were talking about our younger days. It just came up."

"Well then you get why I'm leaving." Ben said turning and heading back to the elevator.

"Ben, you are a Plumber. And regardless of how you feel about her Kai is an ally. It is our, and importantly your, duty to undergo this mission." Rook stated quite firmly.

"You're not gonna let this drop, are you?" Ben asked.

"Come on Ben, world's not gonna end just because you had to see her again." Kevin said, "Besides, you save her, you can totally rub her face in it." Ben just gave an annoyed groan as he turned around again and walked back.

"Very good Ben." Rook said, "You will find it far easier to accept yourself doing the right thing."

"Just want to get this over with Rook." Ben said. The group of four then made it to the primary briefing room where several monitors displaying readings of the central American jungle. Talking to Max was an older Navajo man with long gray hair, fairly fit, and wearing a brown jacket over a yellow shirt.

"I should have never let her do this one on her own Max. We didn't know enough about that temple." The man said.

"It'll be fine Wes, we'll get her back. She's the best agent you have. I don't doubt that she's still alive in there." Max said.

"Magister Green." Rook said the group approaching the two.

"Ben, Gwen, wish we could have met again when I was asking for your help." Wes said.

"Yeah." Gwen said, "So how did Kai go missing exactly? Probably best if we jump right into this."

"You're right." Wes said gesturing to a Plumber who brought up an image of an Mayan temple "See, a few days ago, we uncovered this pyramid. We picked up a strange energy coming from it and sent Kai to investigate. But…suddenly we lost contact with her. No warning, no disaster, it's as if she vanished."

"Then why are you asking us for help?" Ben asked sounding a bit bitter, "I mean, send another Iron Worker in after her."

"There was some debate over which group would be handling this mission to begin with Ben." Max said sounding a bit annoyed at his grandson's irritation, "See, the energy isn't traditionally magical in origin. It's…strange. The energy seems to be magical in nature, but it's emitted in a regular pattern, almost like a machine."

"But since the Iron Workers are better equipped for this kind of work ultimately they were given the responsibility." Rook added in.

"Exactly. But it seems that Kai might not have been properly equipped after all." Wes said.

"So how are we supposed to find her if she just 'disappeared'?" Ben asked putting extra emphasis on the word 'disappeared'.

"Well, that is kind of the problem." Wes said, "And the reason I knew you could help."

"The Omnitrix." Ben said.

"You do have several aliens who could prove beneficial to the situation Ben." Rook said. Ben gave an annoyed moan.

"Fine." Ben said.

"Relax Ben, should be a pretty easy mission." Kevin said, "We get in, find her, and get out."

The Central American Jungle…

The team arrived in the middle of the jungle, outside of the large Mayan temple they were shown during the briefing. Magister Green's voice came from their communicators breaking the jungle's natural ambiance.

"Now sadly I can't tell you where Kai went missing inside of that thing. Rook, I've had them send a path that we managed to acquire from the movements of Kai's tracker to that Proto-Tool of yours." Rook activated the scanner function of the Proto-Tool showing a highlighted path.

"I am seeing it Magister Green." Rook commented.

"Good, now it is based on GPS movements so even if she had to climb up a wall or fell down a pit it should still be helpful." Wes said, "Now, there is one thing. We can't explain it, but we lost communications with Kai almost immediately. It's almost as if something was jamming it. But whatever it was didn't affect her locator until recently."

"Wouldn't exactly be complaining about not being able to talk to her." Ben said under his breath earning an elbow from Gwen.

"I understand. We will contact you as soon as we recover her and leave the building." Rook said as the communication ended. "Ben, please refrain from comments like that in the future. At least to attempt to keep a level of professionalism."

"Hey, let the guy be mad." Kevin said. "But yeah, try to keep your voice down."

"Now, come along. It is unknown how well Agent Green is doing." Rook said. The small group entered the temple. Almost immediately the Proto-Tool seemed to be affected by this, leaving the tracing program up and running but just barely. "This is bad…" Rook commented, "It would appear as if something is attempting to disable the Proto-Tool. We best hurry to her last known location before whatever is doing it succeeds."

"Looks like this is a job for XLR8 Ben." Kevin said.

"Not quite." Ben said transforming into Fasttrack. "Slower, but stronger."

"True, you managed to drag us through Ledgerdomain pretty fast. Repeat performance?" Kevin questioned.

"Hoping. Gwen, mind giving us a tether?" Fasttrack asked, "And Rook, carrying you on my back. Only way to properly know which way to go."

"Sounds like a proper plan." Rook said climbing up onto Fasttrack's back.

"This really wasn't that great last time." Gwen said binding them together via rope of mana.

"Hey not fun for me either." Fasttrack said, "Ready Rook?" Rook gave a nod. "Alright, let's get this over with." Fasttrack blurred off with Rook just managing to hold on, Kevin and Gwen practically bouncing with the speed they were moving.

"Ben stop!" Rook said after a bit of Fasttrack travel. "This is where Ms. Green's tracking signal was last picked up. We will have to search from hand from this point forwards."

"Great." Fasttrack said seeing the four hallways. "Three possible start points. So much for this being easy. I guess I'll switch to Wildmutt or something to try to make this a bit quick." Fasttrack was about to hit the Omnitrix symbol to change, but he stopped and his fin off the right side of his head seemed to twitch just a bit. "Something's here."

"What do you mean?" Gwen asked.

"It's weird, but I can like tell there's something moving around here." Fasttrack responded.

"Since when can Fasttrack do that?" Gwen questioned.

"No idea, but he can." Fasttrack said taking a few steps forward down one of the halls. "Whatever's moving around down here is really close…" Fasttrack trailed off walking down one of the dark halls with his hand against the wall. Before too long something shot out and ensnared his left foot pulling it out causing him to fall on his back. Shortly after that some form pounced down and some kind of metal device was placed against Fasttrack's face.

"Alright, talk. Who are you and why have you been hunting me through here?" The figure said with a female voice.

"Ben!" Rook said grabbing the Proto-Tool and aiming it while a light shined from it illuminating the hallway. The figure holding down Fasttrack quickly brought her arms up, clearly the light of the Proto-Tool hurting her dark sensitive eyes.

Said female was a slim yet athletic Native American around Ben's age, wearing a red and peach sweater, short brown shorts, boots, and gloves, black hair held back in a ponytail with a single feather placed in it where the ponytail begins.

"Miss Green?" Rook asked. "We are with the Plumbers."

"Yeah that's me." She said blinking to get her eyes to adjust to the light a bit quicker. "Why would Plumbers be sent after me?"

"Your grandfather revealed that the mission could have gone to either of our organizations." Rook explained lowering the Proto-Tool some in order to keep the light out of her eyes directly.

"And because of the history we have." Fasttrack said angrily. "Now get off me!" He shoved her off causing her to glare angrily at him.

"Geez, what did I ever do to you?" Kai asked. Rather than answer, Fasttrack let the beeping of the Omnitrix do the answer for him. The red flash changed him back into Ben. "Oh, hello Ben."

"Kai." Ben said. "Alright, we found her, come on, we'll get you out of here and then we never have to see you again."

"No can do." Kai said. "I'm not leaving until I find that stone."

"Are you crazy? You've been lost in here for how long. And I only agreed to get you out. So, we're getting you out."

"Look, I don't care why you're here. There's something in here after the same thing I'm after. And given how something is shutting down my tracker and communicator, whatever's down here is important enough to fight for."

"Whatever's down here has been down here for who knows how long. It'll stay put long enough for us to get you back to your grandpa so I can go home." Ben said.

"Ben, perhaps Miss Green is right." Rook said, "Regardless of however long and the identity of the unknown device, the forces against the Iron Workers looking for it appear to be far more aware of the identity of the item then us. I do believe it is best to attempt to find it before anything else."

"Probably really is best Ben." Gwen said.

"Yeah, I mean, Rook here may still talk all formally, but this time I think he's pretty right on this one." Kevin agreed.

"So, all of you agree with her huh?" Ben asked. He gave an annoyed grunt in surrender. "So, any idea which way to go first miss archeologist?"

"Just because I know a skill is no reason to get jealous." Kai responded detaching a small flashlight from her belt that gave of a larger beam of light than one thought it would be capable of doing. "But I do have an idea. Follow me. Good thing you guys grabbed me on a loop back to try to catch whoever's been trailing me." The group followed the young Native American until they hit a dead end, with a series of stones sticking out of it.

"I came across this. I figured whatever's behind this must be important."

"If I may, what makes you believe that there is anything beyond this wall?" Rook asked.

"Look here." Kai said moving her flashlight to the connection between walls. "The stones are different. And almost fused together, nothing like the other stones used anywhere not only in this temple but any ancient cultures. So, I think this wall wasn't originally here, but a blockade that someone or something put up at a later date to stop people."

"Alright, Ben, I think we're on." Kevin said grabbing the wall to turn to stone.

"I'm afraid that won't work. I've tried busting through it with brute force. My axes and blasters can't even scratch it. The stones however can be moved, slid, and rotated based on which ones they are. It's like a puzzle. But with 30 stones, and no key anywhere I can find, it could take a whole lifetime to figure it out."

"You just need some real muscle to get through it." Ben said using the Omnitrix to disappear in a green flash with Humungousaur standing in his place.

"Humungousaur!" He roared. "Little cramped in here, but I think I have enough room." Humungousaur stomped down and tossed his fist forward, throwing his whole weight behind the punch. His dinosaur knuckle collided with the wall, resulting in a loud crashing noise, but the wall stood strong against the assault. "You gotta be kidding me! That should have worked!"

"I told you, you can't break through it." Kai said.

"It's a stone wall." Humungousaur replied, "Just gotta find the right way to smash through it." He hit the Omnitrix symbol on his chest changing to Eye Guy. "Stand back…" All the eyes across Eye Guy closed, a large eye appearing on his chest and extending out on a stalk with a green beam of energy blasting from it, slamming into the stone wall. The beam held for a while, but ultimately Eye Guy had to cut the attack showing no damage to the wall.

"I told you. You can't break through it." Kai said once again. "The door is clearly a puzzle you have to solve. And there doesn't seem to be a single key, guide, or even hint. I was hoping you'd turn into something smart enough to solve this."

"Even Grey Matter can't just snap his fingers and figure out problems. But I've played enough Sumo Slammers that I think I can _see_ the solution." Eye Guy said hitting the Omnitrix symbol and transforming again. "Big Chill!" The blue insect form said turning into a blue silhouette, phasing through the wall.

"Don't exactly know what that accomplished." Gwen said. About a minute later, Big Chill returned. "Well that was a bust. I hoped I could tell something from the back of the wall. Well, door."

"Why would you think of that from Sumo Slammers?" Kevin asked.

"You'd be surprised how many secrets you can find from backtracking."

"Hold up, you said door?" Kai said interrupting the two.

"Yeah, there's a clear line on the back of the wall. Think if this stupid puzzle is solved, the wall opens up." Big Chill responded.

"Well that confirms it." Kai said, "Something I've been thinking for a bit of time, a lot of this place seems more alien than Mayan. Probably should have let the Plumbers take this."

"On that note, I believe it's time for this Plumber to do what you couldn't." Big Chill said hitting the Omnitrix symbol on his chest to be replaced by XLR8 "XLR8! Now, for the classic puzzle solution." XLR8 began hitting, moving, and sliding the stones seemingly at random but at high speeds.

"That's your big answer? Just to try everything? All possible combinations? We don't even know if all the stones are used. Even at that speed it's gonna take forever to figure it out."

"Not if I get it early." XLR8 responded. Unfortunately, the Omnitrix timed out forcing him back to Ben before any kind of solution could be found.

"You were saying?" Kai smugly asked.

"Actually, I believe Ben's plan had indeed given us the answer." Rook said, "I was recording and analyzing his attempts, there are multiple stones that appear to never be correct, and I have isolated a pattern that works. Given these, I have an educated guess on the proper combination." Rook then began to work the stones before a rumbling came and the wall split in half and slid back into the other walls.

"Huh, good thinking." Kai said.

"I did the hard part…" Ben grumbled under his breath. "Anyway, all I see is a hallway. I guess you're gonna say whatever is important is down the hallway."

"Of course. Best if you guys stay behind me. I have no clue what else it in this place." Kai said.

"Then why are we staying behind you?" Ben asked. "We know just as much as you."

"But I've been trained for this kind of thing." Kai responded.

"Just go with it dude, things will go quicker if you do." Kevin said.

The group continued along the hallway, Kai keeping her eyes on the floor keeping an eye out for some kind of trigger. Before too long, while walking in tense silence, they came across a large room, floor dropped deeper into the ground, a stairwell parallel to the wall they stand at with the same set up on the opposite side, with a number of statues on the walls all the way down the room.

"Room's too big for my flashlight…" Kai lamented, the beam of light only illuminating small areas.

"Perhaps we could ignite those torches?" Rook asked pointing out a burnt-out torch in Kai's light.

"Could work. Don't suppose you have a flamethrower on you."

"Guess this one is on me too? I didn't even want to help you explore here and now I'm your do everything tool." Ben complained.

"Just light them." Kai said back. Ben activated the Omnitrix and transformed into Heatblast, for once not saying the alien's name.

"Big room, might take a minute or two to light all the torches." Heatblast said summoning up a fireball under him, flying to the walls and striking a torch head as he passes lighting them back up.

"Ben appears to be quite distraught over this mission." Rook said.

"Seriously, why did you guys even agree to this?" Kai asked. "Literally any Iron Worker would have been a better fit."

"Hey, you guys mind coming down here?" Heatblast called out from the floor, not hearing the group and preventing Kai's question from being answered. The four non-fire aliens came down next to him. "Make any sense out of this?" He gestured to the wall showing a kind of carving in it.

"I believe this would be your terrain Ms. Green." Rook said.

"Ben mind giving me a little extra light?" Kai asked seeing how her flashlight couldn't really cover enough of the wall. Ben silently flared up increasing the light.

"Better hurry up, don't know how much longer we got on the clock."

"Understood." Kai ran her hands over the stone, "Well, it would seem that something fell from the sky near the village that used to stand here. They built this entire pyramid around it. Literally."

"Why would they do that?" Gwen asked.

"Not a common occurrence. But if I had to guess, I say there was something about it made them think it was connected to their gods." Kai said.

"Sounds like something from some lame alien hunter show." Kevin said.

"Actually, it happens more often than you'd think." Kai responded as Ben changed back to his normal form. "Up until the Diagon incident, we were convinced the sword of Saint George was magical."

"How did you hear about that?" Ben asked. "Even a bulk of the Plumbers where disconnected from that."

"Your grandpa called Grandpa Wes. Apparently, some kind of side bet. Don't more than that. Don't know don't care." Kai answered. "Anyway, this information helps a lot, we know that it's kept at the core of the pyramid. Don't know the way to it, but I think I can get us the rest of the way with guess work."

"Wait, so if this thing is alien, then really you're helping us." Ben said.

"Yeah I suppose." Kai said, "But this really doesn't matter. I'm still the only way you'll get to whatever it is in there."

"Kai, you really think you can guess your way through this place?" Gwen asked.

"Defiantly. Been through a few temples, you eventually notice a common pattern." Kai responded. "And now I know that this was built around something. Helps a lot. Odds are it would be on the ground floor center, right above the foundation. Now come on."

The group continued down the path, Kai even taking a few turns based on her best guess. Eventually the group came across another large room, a series of statues depicting Mayan warriors lining the walls. Time began to wear on, the hallways beginning to blend together.

"You sure this is the right way?" Ben asked. "Haven't seen anything since that carving."

"I told you, it's mostly based on my assumptions and experience. So, it's possible we aren't going down the right way. But we haven't seen this before, so it at least looks like we're covering ground."

"Look, you gave us a rough idea of where it could be. So, I vote we just break through to the center." Ben said.

"You can't be serious." Kai commented. "That idea is bad on so many levels. For starters, you don't know what's in there. Second, enough wrong smashes and this whole place is coming down on our heads. And third, you have to have more respect for where we are!"

"Look, you may care, but I don't. I don't even want to be here! Now if you don't mind, I'm doing this my way." Ben said matching Kai's sudden sharpness. Ben stormed off into the room, his shoe sinking slightly into a pattern of moss causing a small rumbling to be heard.

"Ben…I think going off in your own direction was a bad idea…" Kevin said stone beginning to creep up his body to form his armor. The eyes of the warrior statues began to glow, slowly moving and breaking their feet free from their foundations.

"Great, golem sentries." Kai said pulling out two pistol-like blasters, "I honestly was hoping not to run into these things."

"Reminds me a bit of Charmcaster's stone beasts." Gwen said firing a few blasts of Mana upon one of the stone warriors. While the attack left breaks in it, none of them seemed to slow down the warrior statue.

"Ben, I do believe even if your own way is separate from this, we could use your assistance." Rook commented.

"Defiantly something I need right now." Ben said slamming down on the Omnitrix, in a flash Ben was replaced with the 9-foot tiger of Rath.

"RATH!" Rath roared out jumping directly into one of the statues, his claws emerged digging right into it and carving huge gashes in the hunk of stone.

"Geez, what kind of alien is that Ben?" Kai asked before noticing one of the statues raising its version of his club. Kai fired off a grappling line from her belt and zipped out of the way and landing standing against the wall, firing off with one of her blasters against the statues with obvious results.

"Rath is a very interesting alien alright." Kevin said, "Just wish I was able to enjoy his rampage." Kevin morphed his limbs in order to break a spear of one of the statues.

"LET ME TELL YOU SOMETHING KEVIN LEVIN! RATH IS NOT SOME KITTY CAT TO ENTERTAIN YOU!" Rath yelled back smashing the head of one of the statues.

"Ben, please try to focus your Appoplexian rage on the enemy rather than us." Rook responded.

"WELL LET ME TELL YOU SOMETHING MR. GOODY TWO SHOES WON'T USE CONTRACTIONS, RATH WILL FOCUS ON WHATEVER RATH FEELS LIKE FOCUSING ON!" Rath yelled. Another of the statues attempted to attack Rath from behind but Kai produced a curved metal beam that an energy blade emerged from in a pick-like fashion. She threw the advanced climbing axe that lodged itself in the statue. While this wasn't enough to outright stop the attacker, was enough to delay it allowing Rath to notice it and counter attack.

"Why in the world would you pick that alien? You can't fight without picking a fight with literally everything!" Kai snapped.

"ALRIGHT, RATH HAS HAD IT!" Rath roared stomping right up to Kai and leaning down to shout in her face, "YOU DON'T LIKE RATH? PREFER HOWLITZER? LIKE DOGS BUT NOT CATS? WELL LET ME TELL YOU SOMETHING MS LIKES DOGS BUT NOT CATS, RATH IS TIRED OF YOU TALKING DOWN TO RATH! RATH DIDN'T EVEN WANT TO COME HERE, RATH WAS ONLY TALKED INTO IT SO RATH COULD RUB YOUR FACE IN THE FACT THAT RATH SAVED YOU!"

"You what?" Kai asked in a mix of shock and anger. "Who does something like that?"

"RATH DOES!" Rath yelled extra loud, actually causing a bit of breeze to push Kai's hair, "RATH IS STILL MAD ABOUT WHAT HAPPENED WHEN WE WHERE 10. SOMETHING MS DOG LOVING ARCHEOLOGIST DOESN'T SEEM TO FEEL BAD ABOUT!"

"You're still mad about something that happened 6 years ago? Who holds onto a grudge for that long?" Kai said, "So 'let me tell you something', GET OVER IT."

Rath bared his fangs and seemed very ready to take out a lot more than just Appoplexian rage on Kai. Before Rath could even declare that he had something to tell her, a statue grabbed Rath from behind, squeezing him.

"UGH! LET ME TELL YOU SOMETHING EVIL STATUE GUY! RATH DOESN'T LIKE BEING INTERRUPTED!" Rath bellowed breaking the arms, grabbing the remains and smashing them into the statues head. Bringing the apparently last statue standing down. Rath changed back into Ben with the familiar red light, but clearly was still mad over the argument he as Rath and Kai.

"Get over it?" Ben asked bitterly. "Six years, you don't feel the slightest bit upset over how you treated me."

"I didn't even know aliens where a thing until that night." Kai defended herself. "And I was 10. Like you were some picture-perfect child back then."

"No, but I at least understand what I did was wrong." Ben said, "But I'm done here. I don't know _what_ I was thinking to let them talk me into helping you. You claim you know how to get through here, you don't need us then. Come on guys."

"No Ben. You've seen what's in here. It's best if we stick together, that includes with Kai." Gwen said.

"Yeah, I mean, I probably am partially to blame for this, but wouldn't hurt to see this one through Ben." Kevin added.

"Fine, but I'm leaving. I don't care if I have to turn into Humungousaur and break my way out and change into Jetray to fly myself home. I'm leaving."

"I will go with him. Ben should not be left alone for the time being." Rook said quietly to avoid the angry teenager over hearing as Ben stormed off.

"What happened to completing this mission being a duty?" Ben asked seeing Rook catch up with him.

"I am still planning on completing the mission, but as Gwen said, it is beneficial for us to remain in a team. And being as you are adamant on leaving the primary team, I will aid you in leaving."

"And what are you going to do after? Try to find them inside here?"

"No, I will remain outside. I will simply run sentry duties to make sure other enemies do not attempt to enter."

"Whatever man. I just want to put this mission behind me." Ben said. The two walked in awkward silence before Rook finally chimed up with something.

"Ben, perhaps this is not my place to comment, but your and Miss Green's argument."

"What about it?"

"I will admit I have not been around you long, but even given your Appoplexian form, you appeared far more aggravated than I have ever seen you." Ben looked away.

"Look, it's complicated okay? She saw me as a pet. And I really liked her at the time."

"I can understand that." Rook said, "I went to the academy with a Loboan. The species really is far more intelligent and civilized then most people would give them credit for. Aside from that, I hardly see how that fully justifies your frustration."

"You heard her, she doesn't even feel bad about it. Even now that she knows what aliens are or how common they are and all that stuff." Ben responded. "Somehow she stills sees trying to make me a pet okay."

"That was six years ago Ben." Rook said, "From your file you appear to be a far different person now than you were then. There are several incident reports of you abusing the Omnitrix for personal gain. Using Ghostfreak to play a video game you were not allowed to, using Grey Matter to win a carnival guessing game, desiring to use XLR8 to leave a concert and buy yourself a new musical device, just to name three."

"Yeah but I've changed." Ben said. "I learned that the Omnitrix is meant as a tool for heroics not a toy."

"And how are you so sure that Miss Green has not?" Rook asked. "Perhaps, like you, she was merely blinded by the novelty and allowed it to cloud her better judgement."

"And you're not just saying that, so I'll go back to do this stupid job?" Ben asked.

"Partly." Rook confessed, "But I do really believe that things would be better for you in the long run if you entomb the hand axe."

"Bury the hatchet." Ben corrected.

"I still do not understand that saying. A hatchet is a very useful tool, so I do not see the point in burying it."

"We really gotta teach you how to be less literal." Ben said before Rook's Plumber Badge began to ring.

"Rook, tell Ben he's gotta get over his issues and try to get here. Smash walls if needed. We need help pronto!" Gwen's voice yelled out over the badge.

Deeper in the Pyramid…

The group of Kai, Gwen, and Kevin where walking through the pyramid, still being led by Kai's best guesses at the layout based on previous explorations. It was some time prior to Gwen's eventual cry for assistance.

"So, you really don't feel bad about it?" Gwen asked.

"You too? Thought you were sensible than your cousin." Kai said.

"You really hurt Ben is all." Gwen said. "He held onto it for a long time. I think he kind of needed to hear that you felt bad about doing it."

"I don't know. Maybe this really is Ben's issue." Kevin said. "You guys forgave me after like five years and I was a lot worse than her."

"Wait, do you hear that?" Kai asked. There was a faint noise coming from down the hall, as if something was moving around. "Somehow whatever is after that stone besides us is ahead of us."

"But…I don't sense anything." Gwen said raising her hand. "There's no mana in that direction. I just can't sense anything." Suddenly a green beam of energy shot past them. Something began to head towards them. As the thing walked out of the shadows, it was clear it was a Galvanic Mechamorph wearing the closest thing to an angry glare his species could.

"Word of advice, make sure your target can't detect you while searching. And lucky me, looks like I have a chance to get back at you for Ledgerdomain in this little snatch mission." The Mechamorph said. "You seem to be down a few members."

"Hackah? What are you doing here?" Gwen asked. "Magic isn't exactly your forte after all."

"And what's in here isn't magic." Hackah responded. "As to why _I_ was sent, I don't know. I'm sure Master Argoth sent me over Nazak. Something in this worthless monument to inferiority is conflicting with my sense of direction."

"Wait, you aren't disabling the signals?" Kai asked.

"Of course not! I need my own signal to help me navigate this maze of stone." Hackah responded. "It was working well, but something began to jam my pulses. Forcing me to build a map on experience. Thankfully I'm able to use my radar for a short distance. Revealing you fools."

"I wouldn't be taunting if I was you." Kevin said reforming his stone armor, "No machines around here to use."

"In case you forgot…. I don't need machines." Hackah said beginning to grow into his battle form. But the stone began to crack and slip under him, forcing him to cancel and change back. "CURSE THIS INFERNAL BACKWARDS PLANET AND ITS PAST! Fine, I don't need to take a battle form to take such primitive lifeforms such as yourself." Hackah's single eye began to glow, firing off more of the green energy beams that he fired off before.

"Adfishio Potentia!" Gwen said firing off a triple beam. Hackah simple melted to avoid the attack. As he reformed, Kevin ran at him attempting a powerful haymaker, but once again his foe's liquid structure allowed him to effortlessly shape out of the way. Kai opened fire with both of her laser pistols, but once again it was proving difficult to make work. Hackah seemed to morph slightly grabbing Kevin, hurling him back at the two females, then morphing back to the default Galvanic Mechamorph form.

"I told you, I don't need a battle form to take you down. For long my species is seen as tools, but I am a weapon!" Hackah taunted. "With or without a battle form!"

"Yeah, but in a place like this, you can't dodge something like this." Gwen said, "Sorry Kai, but have to do this. Turbo!" A pink tornado tore through the hallway, catching Hackah in it regardless of his attempts to dodge as a liquid. The tornado managed to hear through a wall, depositing him in a new large chamber that inside sat a green stone the size of a dinner plate, embedded in a kind of pedestal with moss growing across it.

"Well well well." Hackah said reforming into his standing form. "Thanks for that mage. Who knows how much longer it would have taken to find it on my own."

"Still ours though." Kai said firing off the grapple from her belt and hooking onto the stone. Sadly, Hackah seemed to be far too aware of it and sever the string with a single energy blast.

"Amateur hour." Hackah said grabbing the stone. Suddenly his eye seemed to shoot full of power, as he slowly began to get pulled into the stone, "Such…power…" He whispered out before the stone pedestal exploded as the stone then began to float. A human-like shape began to form. A bit bulker than he was before, his head disconnecting and floating above the main body. His body changed to a steely silver, green lines began to glow across him in the circuit pattern. The stone then emerged, sitting out on his stomach.

"What did you do to yourself?" Kevin asked.

"I don't know…the stone merged with me. Given me such power." He clenched his fists as the energy exclusively fired from his eye began to form around them. "Master may want it, but I'm sure he won't mind me burrowing it so I can wipe you out. Shame Tennyson isn't with you."

"So, what exactly is that stone then?" Kai asked. Pulling both of her pistol blasters.

"You mean you don't know? Someone isn't very good at their job." Hackah taunted. "This is the Master Core, an ancient piece of technology from a long-forgotten culture. This single piece is arguably greater than anything even the Galvans could produce. Any machine connected to it is augmented exponentially. It would appear that my species is no different."

"Well, then let's see what happens when we rip it out of you." Kevin said trying to lunge directly at Hackah to fired off a larger blast of energy than he normally would, hurling the Osmosian back into the wall. Kai fired off a couple of rounds only for the energy to be absorbed by his system. His eye narrowed as his circuit pattern began to form on Kai's pistols, allowing them to be ripped away from her and mounted to his shoulders.

"Fascinating, total energy immunity and absorption, remote system integration, to think this one artifact has pushed me so far beyond the limitations of my species." As Hackah was distracted at his own marvel of his upgrade, Gwen channeled enough mana for a specific spell.

"Mechanae Discombobulus!" Gwen said as the pink lightning of the spell was fired at the evil Mechamorph, only for it also to get drawn in by his now glowing circuit pattern.

"Magic as well! Incredible!" Hackah said Gwen stopping the spell as he looked on evilly, "Thanks for the power boost by the way." He said in a dark tone as he fired out a powerful beam composed of the beams of his eye, hand, and Kai's hijacked blasters.

"Hespera Sophian!" Gwen countered raising a shield to hold off the combined blast. While Gwen was able to hold it off, it was clear she was having a hard time with it. Thankfully Kevin was outside the shield and was able to tackle Hackah.

"Looks like your upgrade made you solid." Kevin taunted preparing a hammer to crush his head under.

"That appears to be the case. But thankfully, it comes with more than enough advantages to compensate." Hackah said effortlessly grabbing Kevin in a grip able to cause cracks to spread across the armor.

"Rook, tell Ben he's gotta get over his issues and try to get here. Smash walls if needed. We need help pronto!" Gwen said calling into her badge, only for it too to gain the circuit pattern and drawn to Hackah, tossing Kevin aside with the stone flaking off him.

"Calling for help? Not very sporting mage."

"And that power up of yours is?" Gwen asked.

"This was an accident. A happy one, but an accident." Hackah said, "Besides, I'm the bad guy." A low rumbling came through the walls a yellow pill bug-like shell burst through the one wall and slamming into the evil alien.

"Yeah, but guess what, it's Hero Time!" Cannonbolt taunted uncurling releasing Rook from inside.

"Not the most pleasant way to travel Ben." Rook commented, "But I cannot argue it is effective."

"Yeah that's what everyone says. More or less." Cannonbolt said. "So, someone mind catching me up on what's going on?"

"The thing is something called the Master Core, Hackah used it to give himself a major upgrade." Gwen explained.

"So that's why I'm staring down what looks like an Ultimate Upgrade." Cannonbolt said, "Time to swap heroes." Cannonbolt hit the symbol on his chest, changing into Buzzshock.

"An electrical alien? So afraid." Hackah teased.

"You know you should be." Buzzshock replied charging directly at him.

"Ben no!" Gwen yelled out, "He absorbs energy now!"

"Wait what?" Buzzshock asked in confusion before Hackah grabbed him.

"That's right." He said starting to drain energy from Buzzshock. "I've become much more than a standard Mechamorph, I'm no longer vulnerable to anything!" As if to prove him wrong, a missile was fired, exploding against him.

"Yet it would appear your body is no longer liquid metal." Rook added.

"I would hardly call it a weakness with how durable I am now." Hackah said, "And I forgot all about that little toy of yours. I can't wait to assimilate it." The glowing circuit pattern began to spread across the Proto-Tool.

"Don't let go of it Rook!" Kai yelled. "He can assimilate technology from a distance!"

"Good…to…know." Rook said struggling to hold the Proto-Tool despite it being pulled towards Hackah.

"Don't worry Rook I got ya." Kevin said re-equipping his stone armor and morphing his one arm into a mace. Kevin threw an arm around Kevin's waist and slamming his mace hand into the ground actively making it work as a crude anchor. "Ben, gotta break that stone in his gut."

"That stone is the whole reason we're here!" Kai said. "You can't be serious about destroying it."

"I would rather get a lecture from Grandpa Max then let that freak keep it." Buzzshock said, "I think I got just the alien for this." Buzzshock hit the symbol on him and changed into a whole new alien form. A large yellow crystalline alien with several jagged points with a rounded head and three finger mitten-like hands. The Omnitrix symbol was present on the dead center of his chest.

"Rocks? Barely ever used him." Gwen said genuinely confused.

"Meh, he hasn't been in rotation. By the way, I was thinking of a new name. Rock'em!" He said, "Get it? I mean, he's kind of like a Rock' em Sock 'em Robot don't you think?"

"I wouldn't take your eyes off me if you want to survive!" Hackah said revealing small missiles in shoulders firing them.

"Yeah um…that's not gonna work to well against me." Rock'em said clapping his hands together causing the entire air in the room to begin to shake. The vibrations threw the missiles off course causing them to either explode in air or swerve off and hit the walls.

"What?" Hackah asked. "Fine, let's see you shake this off!" Once again, all five energy beams where fired off, but multiple pillars of stones shot up from the pyramid floor blocked the attack. Another pillar shot up from under him, smashing him into the ceiling.

"That all you got?" Rock'em said running at him, a white energy forming around his one hand and throwing a powerful haymaker. Hackah was thrown back, visibly shaking in the air.

"Strong form boy. But you don't seem to be too quick on your feet." Hackah said firing off multiple energy blasts. Rock'em raised another stone wall, but this time the rapid attack wore down the cover faster than a standard beam. His rapid attack kept going, slowly beginning to wear down the stone alien.

"I don't have to be fast to beat you. Not in a place like this." Rock'em said stomping down causing the entire room to shake. While the ceiling began to fall in, Hackah broke off this attack. Rock'em then charged right at the Mechamorph. A kind of bubble formed in both of his hands and both hands where slammed into his gut. The Mechamorph began to shake violently.

"W-w-what are you d-d-doing!" Hackah stammered out with the shaking.

"Winning." Rock'em said with a smirk. The stone in his stomach began to crack, almost ripping itself apart.

"N-no!" Hackah said. He tried to prepare a blast to strike down Rock'em, but the stone shattered before he was able to launch the attack off. Rock'em then tossed him aside, as Hackah slowly returned to the standard Mechamorph form.

"Couldn't have done that without destroying how much of the temple?" Kai asked.

"Hey, I haven't used him in years. I'm a bit rusty." Rock'em defended himself. During this brief back and forth, Hackah morphed to allow a communicator.

"Mission failed…extraction required." Hackah said.

"Rook! He's gonna try that Molecular Transport thing!" Rock'em shouted.

"I am on him!" Rook said firing off a cable from the Proto-Tool, but Hackah already started to transport away causing the cable to uselessly pass through him.

"Nice try plumbers. Correct that, horrible try." Hackah taunted disappearing. Ben shifted back to normal as Kai picked up a shard of the Master Core.

"Well, so much for that." Kai said. "Iron workers tend to try to recover what we're going for, not destroy it."

"He was pretty strong. I think Ben did what was right." Kevin said.

"Yeah, I mean, a better job would have been recovering it. But things can't always go as planned." Gwen said.

"I agree. I have not served with Ben long, but I have noticed he tends to try to limit his destruction unless needed. If Ben believed he could have saved the Master Core without destroying it, I am sure he would have." The group left the pyramid with Kai never saying anything the whole time. As they made their way to the Rust Bucket 3 however, she finally piped up.

"Ben, wait." Kai said. "Look, can we talk real quick?"

"What do you want? Insult me for not doing it your way?"

"No, to apologize." Kai said taking a deep breath and letting it out. "Look, you were the only reason we got out of there. And like you said, you did the hard work to get through that door. So, maybe I shouldn't judge you for not doing it my way."

"Well…thanks." Ben said.

"And, I'm also sorry about six years ago. I didn't realize just how much that hurt you." She said. "I won't say I feel horrible about it. I mean, I was a kid and the idea of a Yenaldooshi pet, it really seemed cool."

"So, you really still don't feel bad about it?"

"I feel bad that I hurt you so bad. But not so much how I did it." She confessed. "But, look, a lot of time passed, and we're both professionals. I'm not asking for us to be friends, but maybe we at least can work together. If you need someone from the Iron Workers, I hope you keep me in mind. So, I can maybe try to make it up to you." She said holding out a hand.

"I suppose I can live with that." Ben said shaking her hand.

Argoth's Ship…

Hackah shamefully walked up to Argoth running the helm of his ship.

"Master, I'm sorry. I failed the mission. The Master Core was destroyed."

"Because you sought to use it." Nazak chimed in.

"Don't try to bury him deeper." Argoth said. "I am disappointed in you. You could have called for a Molecular Transport as soon as you got it."

"I let the power go to my head." Hackah confessed.

"Learn to focus on your mission next time." Argoth said, "Our plans have taken a hit. But perhaps we can turn this in our direction. Tennyson's team will feel more confident after this victory. We'll withdraw for now, find a way to generate more power without the Master Core. With luck the boy will think we are retreating, not making a strategic withdraw. The plan will not fail."

* * *

Wow, that one took some work. Don't know why. Anyway, Rocks is an alien from the stage play Power of the Omnitrix. Renamed him Rock'em because he really does look like a Rock 'em Sock 'em Robot (seriously, look him up!), and Rocks is a stupid as hell name.


	10. Deal of a Lifetime!

Alright, time for a new episode! A largely identical take on the Omniverse episode "Have I Got a Deal for You", but with a few changes here and there. Anyway, I hope you enjoy. As usual Ben 10 is owned by it's proper owner, I own nothing but OCs.

* * *

The streets of Undertown where in an uproar. A large crowd of aliens where gathered around the streets, watching and cheering as a stone covered Kevin was hurled into Ben already in Shocksquatch form.

"Surrender your new Omnitrix Ben Tennyson! I will have it even if I have to cut off your wrist to take it." The figure they where fighting said. He is a muscular gray skinned humanoid with long white hair. He was wearing a metallic mask with two black gashes around the eyes, as well as a red-overalls like outfit with spiked shoulder guards.

"Oh, you really think that would help eh?" Shocksquatch asked, "I mean, I beat you with my Omnitrix arm cut off. In fact, how about I keep one arm behind my back to even the odds." Shocksquatch attempted to run down Sunder, he was able to the large electrical alien's punch, for his glider to come swinging in and slamming him away. Sunder then jumped up onto the glider, allowing him to take to the sky.

While his axe flailed around at the end of its long cable, Kevin jumped for the head to grab it, preventing the weapon from cleaving into Ben. The sudden tensing actually managed to pull the alien hunter off his glider. Only for the glider to instantly pull a U-turn and pick him back up with a full-on tackle against Kevin.

While the battle was going, a bizarre alien, with green skin, four arms, a head full of shaggy red hair, and wearing a brown overcoat with tan stars across it walked through the crowd.

"Say there my good fellow," He said approaching a green slug-like alien. "Can I interest you in" The alien didn't even let him finish as he began to crawl away earning an angry glare from the four-armed alien, who quickly moved onto a pink blob-like alien with curly light pink hair.

"Ma'am! I can tell a lovely creature such as yourself could use"

"Beat it bub!" The alien said in a deep gravelly voice.

"Oh, my apologizes sir." The four-armed alien backed off only to bump into a large round purple alien. "Say, I could tell you could be in the market for" The large purple alien ranted in some unknown language before turning back to the pair of plumbers battling the alien hunter, giving a cry that sounds like he was rooting on at least one of the sides.

"My word, what has captured your poor sap's limited attention?" He asked seeing the battle. His eyes narrowed in focus. "Jackpot…"

Meanwhile Sundar attempts a powerful axe swing that was tearing up the ground chasing after Shocksquatch, only for the electrical alien to see a small child alien running out in front of him.

"Yo kid get out of here!" Shocksquatch said jumping for the small child, grabbing him and rolling out of the way of the swinging axe. The kid then screamed and ran from his savior. "Oh yeah don't worry about it!" He yelled after the child sarcastically. The axe then came back again only for Shocksquatch to grab the cord around his forearm and pull him off his glider to attempt to give him a powerful haymaker. Only for the glider to once again come swooping in to get him out of the attack range. Followed by a number of circles around Shocksquatch then pulling him up into the air.

"Don't you think it's about time you quit while you're ahead?" Shocksquatch asked while being dangled from the glider.

"Perhaps you should quit while you have a head." Sunder responded.

"Oh clever, that's like a joke, right?" Shocksquatch asked, his fur beginning to stand on end, "But, it's smaller." Shocksquatch released a huge discharge of electricity into Sundar. Shocksquatch was able to break out of the cable as the glider shot off spiraling up and off.

"THIS ISN'T THE END BEN TENNYSON!" Sundar yelled as his glider carried him off, away from the battle.

"Funny, sure feels like it!" Ben said after changing back to normal.

"Bravo Mr. Tennyson! You and your team are a constant source of benefit and hope for our community." The four-armed alien said running up to Ben and Kevin. "But let me ask you, don't you wish you could prevent that rundown feeling that follows with changing from beast to boy? Then what you need Professor Hokestar's patented Miracle Elixir!" The alien produced a small bottle.

"I'm sorry, who are you?" Ben asked.

"My apologizes. Blarney T. Hokestar, entrepreneur extraordinaire." The alien said removing his hat with one of his arms and a bow. "I am from a species of brilliant medical minds and I am here on Earth to share my home world's brilliance. And you two, I offer a once in a lifetime deal! Professor Hokestar's patented Miracle Elixir!"

"Yeah pass." Ben said beginning to walk away, "Come on Kevin, let's see if we can salvage our free day."

"I'm right there with ya." Kevin said before Hokestar ran out in front of them.

"My boys, I believe you are mistaken. I am not offering you a mere sample of my product. I am offering you a chance to endorse my brilliant product! You'll see, just one dose can change your life!" Hokestar quickly turned to the crowd behind them. "My dear friends, do you doubt the boundless benefits of my resplendent medical brew?"

There seemed to be some murmurs amongst the crowd of aliens. "Beat it ya crook!" one of the aliens yelled out earning an annoyed look from Hokestar.

"I see a live demonstration is in order. All I need is an able bodies volunteer! Come now, no condition is to small!" Hokestar said.

"Uhh, I volunteer." A small alien said pushing his way through the crowd. He was small with an almost reptilian body, but with no tail and stone-like skin. He was dressed solely in a red vest with yellow trim. His face seemed to fan out holding his eyes with bright red pupils and black sclera. He held out his arm at an awkward angle, as if trying to see a specific part of it. "I am an average citizen of this fair place. Cursed with chronic baldness."

"Brilliant my boy! Such courage to face your problem head on! Baldness, a condition most medical 'geniuses' tend to look over. But not the brilliant Blarney T. Hokestar! But before we begin my dear boy, have we ever met before?" Hokestar said with a wink.

"No boss. I mean," Solid Plugg said holding out his arm again at a slightly different angle. "No dear sir. We have never met before."

"And your name?"

"Oh! I know this one!" He happily stated, his voice shifting from a monotone "I am Solid Plugg, but my friends call me Plugg."

"Well Plugg, do you mind if I call you Plugg?"

"You always do boss. I mean, Professor." Solid Plugg answered with Hokestar rolling his eyes.

"Well Plugg, just one dose of Professor Hokestar's patented Miracle Elixir™ and I can restore your hair in a matter of seconds!" Hokestar unplugged the bottle and poured a small amount onto the small rock alien's head as he began to rub it in.

"Feels good boss." Plugg said right before a tower of green grass-like hair exploded up from his scalp.

"Behold! A full head of hair!" Hokestar displayed, right as the hair began to form several flowers in it, "And flowers, not even in season mind you! Might have to re-tweak the formula a bit…" Hokestar said with the last sentence being just barely under his breath.

"It is truly a miracle. I was bald just moments ago." Plugg said with now his other arm in front of his face, "But now I have a full head of hair as in my youth." The crowd seemed to slim down to a mere three aliens, but that didn't seem to stop the green-skinned salesman.

"Now, which of you will be the next to partake in panacea?" Hokestar asked showing off the bottle. "A steal at only two taydens a bottle!"

"Hm…not bad." One of the aliens said.

"I'll take one!"

"I'll take two."

"As you see my boys business is booming! I would hate for you to come to me later only to be turned down." Hokestar said after finishing the sales.

"Doesn't prove anything." Kevin said, "I used to run this kind of business. Granted I was a bit cleverer."

"Yeah. You know what they say. One born every minute." Ben added.

"Oh, I do love the challenge of a hard sale. Come my dear fellows, allow me to see if I can't peak your interest with some of my other wares." Hokestar said getting in front of them.

"Wasting your time." Ben said annoyed.

"But it's my time to waste."

"Technically ours too, but I guess a few minutes won't ruin a day." Kevin responded. Hokestar lead the group to something resembling a cross between a jet and a spaceship, all done in a steampunk style. The salesman then hit a panel on the side of the vessel as it opened.

"Behold! Hokestar's Alien Emporium! Rare goods and finds from across the galaxy, if you can't find it here, it likely doesn't exist! At least in this reality." Hokestar presented.

"Looks like a bargain bin at the mall." Ben said seeing the supplies.

"Or a carnival prize tent, but cheaper." Kevin added. Ben then made a surprised gasp.

"Where did you find this?" Ben asked picking up a Sumo Slammers figure, a shiny rubber figure that squeaked slightly "I've never seen a Sumo Slammer figure like this before."

"Oh yes, ultimately rare, less than 100 ever made. Only ever found in Bukadon." Hokestar said, "If you like it, it can be yours. Free of charge!"

"Why so generous?" Ben questioned. "This thing would be worth a fortune to the right collector."

"An act of good faith. Consider it compensation for all good deeds you have done for this poor hunk of rock and all who call it home. Besides, it never hurts to have a superhero, or a whole team, indorsing a product does it?"

"Well…all this stuff seems legit, and that elixir of yours seems pretty harmless…" Ben mumbled. Kevin put his arm on Ben's shoulder.

"We'll think about it, talk to the others." Kevin said, "But in the meantime, mind selling me one of those bottles?"

"No no, please take one, on the house." Hokestar said, "All I ask is that you consider my proposal." Ben gave Kevin a confused look.

"What? I figure it at least grows flowers. I can give it to Gwen's mother. Maybe it'll make her like me better." Kevin defended as he and Ben walked away, shortly after Plugg catching up with Hokestar.

"You get them yet boss?" Plugg asked.

"Not yet, but don't worry, I will." Hokestar said, "That reminds me, it is secure right? We can't let anyone find out what we have."

"Don't worry boss, nice and secure." Plugg reassured, "But have you seen the scissors? This hair is a bit annoying."

=====Plumber HQ=====

Rook was working at a large computer, filing various forms when his badge began to beep. He forwarded the communication function to the computer, so he could continue to work.

"Hello Ben, how is your day off with Kevin? I heard it was disrupted by Sunder. Did he give you any problems?" Rook asked.

"Just some small ones. He probably would have tried harder, but he had a flight to catch." Ben punned, "Anyway, need a favor. I need you to look up a Professor Blarney T. Hokestar on the Extra Net."

"Of course." Rook said entering the name into the Plumber computer. "Let us see…Professor Blarney T. Hokestar. A flim-flam man from Hyrbel, a planet known for healing plants. He barely appears in our records. Not much of a threat. Why are you interested in him?"

"Ran into him pushing this miracle elixir stuff. Whole thing seemed iffy to me." Ben said, "But Kev got a sample, think you can analyze it from there?"

"Sadly no. Driba and Blukic have been attempting to include a remote field analyzing feature to the badges, but they still have a few insects to figure out."

"I think you mean bugs." Ben said, "But got it."

"If you need any back up"

"We'll let you know." Ben said disconnecting.

A short time after the conversation with Rook, Ben and Kevin where walking down an alley of Undertown. Ben was looking over his new figure.

"Dude, will you stop looking over that thing?" Kevin asked. "It's starting to embarrass me."

"Dude, chill out." Ben said looking away and looking at Kevin, "This this is super rare, it's not lame." At that point Ben bumped into some figure. Said figure was a tall plant being, standing on four vines, a single eye, a shaggy plant-like vest over a white shirt with a blue peace sign on it with a pair of glasses with a blue lenses and red lenses.

"Ben Tennyson?" The figure said, "I've been looking all over for you."

"Well you found me." Ben said getting ready to hit the Omnitrix while Kevin reached out for the stone wall.

"You're the guy who turns into a bunch of aliens right? Saving the universe is totally your thing man!" The plant said. Ben and Kevin exchanged a confused look leaving their battle-ready preparations. "Then you of all people should care that Hokestar is keeping an innocent alien captive in deplorable conditions! Milking it to make that bogus elixir!"

"Did you say 'milking'?" Ben asked confused.

=====Hokestar's Ship=====

"Hello? Professor, are you home?" Ben asked knocking on the back of the ship where the door was located. When no answer came Ben turned around. "Sorry, we'll have to come back later." Ben and Kevin both tried walking away from the situation.

"Dude, you can't just give up!" The plant snapped, "There's a poor, defenseless creature trapped in there and it needs our help! Like now!" The plant alien seemed very adamant on this point.

"Sorry, we need a warrant to just go smashing in." Kevin said.

"But if he's right…we'll never forgive ourselves." Ben responded dialing up an alien on the Omnitrix, "You better be right about this." In a flash of green, Spidermonkey stood where Ben was.

"SPIDERMONKEY!" The small ape alien said jumping onto the ship, one of his arms reaching in.

"Who are you anyway?" Kevin asked. "With what we're doing, I think I might need a name."

"Of course. I am Pax! Alien Rights Activist and head of Extraterrestrials for the Ethical Treatment of Aliens! Also, only member."

"Wait what?" Spidermonkey asked confused.

"Just worry about getting the door open!" Pax said, "It's for the greater cause!" Spidermonkey rolled his eyes and got back to trying to find a way to get the door open from where he could reach through.

"Ben, I really don't like this." Kevin said worryingly.

"I know Kevin. Look, we're just gonna see what's going on, and we'll go from there." Spidermonkey said hitting a level causing the door to open. "Alright, look, we really, and I mean REALLY shouldn't be here. So just do not touch anything."

Inside the ship it was some mix of a greenhouse and laboratory. A few pots had plants growing in them, some plants where being dried out, others where being boiled, and there was a collection of test tubes, vials, and other containers full of different colored liquids amongst multiple pieces of machinery and diagrams of various lifeforms.

"See? This is a place of unimaginable horrors!" Pax declared.

"I don't know, I've seen more messed up stuff in side shows." Kevin said looking at everything. "Rather professional stuff actually."

"I don't know Kev, I think we can at least agree that there is a definite creep vibe going on here." Spidermonkey responded, "So, where is this captured creature you kept talking about?" Spidermonkey wasn't paying attention and pressed down on a button causing the floor to open. "Uh, never mind, think I found it." Spidermonkey switched back to Ben as he approached the opening.

From the hole a device resembling an energy hamster ball was raised. "Behold, the Screegit, one of the rarest creatures in the known universe. Almost extinct on it's home planet due to monsters like this 'doctor'." Inside was a creature with a mostly round body, covered in brown fur with six arms, a row of black spines down its back and large eyes.

"It's adorable!" Ben cooed squatting down to be eye level with the creature, "Who's a cute whittle guy? You are!"

"Don't talk down to it. Not cool man." Pax said.

"Yeah, bit embarrassing to watch Ben."

"Right, sorry." Ben said getting up, "What's with the energy field?"

"This." Pax said hitting a switch causing the ceiling to open as a series of hoses dangle down. They attached to the orb as the Screegit's quills where pulled to the hoses. A milky substance was sucked from the Screegit giving what could only be described as a relieved coo. The substance was running through a variety of machines until it was dripped into one of the bottles Hokestar was using for his Miracle Elixir drop by drop until it was finished.

"Okay, that was gross." Ben said.

"Meh, I've seen worse." Kevin commented.

"But it is disgusting! It's horrifying the treatment of this creature!" Pax protested. "Now, it is time to free this noble creature!" Pax reached out for the orb only for the sound of a blaster readying to make him stop.

"Hold it right there you intruders." It was Hokestar, holding a weapon resembling a steampunk shotgun. "Now, step away from the Screegit slowly. Make one wrong move and I'll blow you" Hokestar tripped on a bottle he had on the ground. Hokestar attempted to grab the gun, it bouncing between his four hands before it fell to the ground and went off. A laser blast going off and blasting the top half of Pax.

"What did you do?" Ben asked.

"Egad! I-I didn't mean to!" Hokestar quickly stuttered out. Seeing the gun still in his hands, he quickly tossed it to the side, "I was merely meaning to frighten you off!"

"Calm down." Kevin said, "Look, we'll have to bring you in, but it was an accident. I don't think you'll face anything to serious regarding it." Just then, a groan was heard as the lower half of Pax began to grow and expand, fully regenerating the missing top half. Pax then reached down and picked up his glasses, wiping it off on his shirt.

"Oooh Man…that is a trip." Pax said placing the glasses back on his face.

"My dear sir, I apologize so deeply for what happened." Hokestar said. "I cannot begin to make amends for my act of minor mayhem. But if I may ask, WHAT are you rogues doing in my ship in the first place?"

"You know what who I am and why I'm here jailer!" Pax said getting in Hokestar's face.

"Jailer?" Hokestar raised an eyebrow in confusion, "Good sir I have never met you before in my life."

"Don't play dumb!" Pax yelled. "I am Pax! Alien Rights activist and lead of the Extraterrestrials for Ethical Treatments of Aliens! Now three members strong!"

"I don't remember joining." Kevin whispered to Ben. Ben and Kevin both had Pax wrap his arms around them.

"And we are here to rescue the Screegit from its life of torment at your hands!"

"Torment? Why I never, boy do you understand anything!" Hokestar said before face palming. "I am doing this creature a service. Like the cattle of this planet, the Screegit cannot cleanse its own milk so someone has to empty its system less the creature lives in pain."

"Ha! A likely story!" Pax retorted, "Do we look so stupid that we'd fall for such a lie?"

"Depends, is the question true or false or essay?" Hokestar responded annoyed.

"Pax, if I can," Ben piped up, "The Screegit really doesn't seem to unhappy here."

"Yeah, really more of a pet if you ask me." Kevin added.

"Pet, you mean prisoner! The members of Extraterrestrials for the Ethical Treatment of Aliens will not fall for lies!"

"Lies! How dare you-I treat the Screegit as if it was my own kin."

"You keep your family in cages? You're worse than I thought."

"I think" Ben tried to insert

"Listen here you moss brained ne'er-do-well! I do not keep it in that orb for some form of sick pleasure. She is contained for her own safety, as well as ours!"

"you know I was" Ben tried again in vain

"You can't do this! This is like, cruel and barbaric man!" Pax yelled.

"It's not your place to say radical!" Hokestar yelled back.

"Alright, talking is getting us nowhere." Kevin said grabbing the machine and allowing the metal to creep over him before ripping the energy orb from the machine, getting the attention from both arguing aliens, "Alright, until we know what is going on here, as a Plumber I'm seizing this Screegit until further notice. Come on Ben."

"No!" Both Pax and Hokestar yelled rushing Kevin.

"The creature belongs to herself! She deserves to know freedom!" Pax demanded growing out his vines to snare the orb.

"You have no idea what you are talking about!" Hokestar said jumping on Pax's back "The Screegit must be left in containment!" At this moment Plugg walked in, carrying a pair of bags full of alien groceries, pausing a minute seeing the battle.

"Hey! I saw you, you where Hokestar's volunteer." Ben said, "You work for him?"

"I knew that thing was a scam!" Kevin added.

"Hey! The Professor's stuff is legit!" Plugg said. "But no one hurts the Professor when I'm around!" Plugg ran right at the fighting trio, launching them all back against the wall, unfortunately where Ben was standing.

"Alright, that was a big mistake." Ben said hitting the Omnitrix, changing his AMPfibian, "AMPFIBIAN!" The jellyfish alien slammed his non-feet tentacles on the ground sending a wave of electricity against the plant alien, extraterrestrial con-man, and rocky assistant. When he backed off the voltage, Pax and Hokestar fell fried only for Plugg to remain unaffected.

"Tickles." Plugg said with a light chuckle. AMPfibian narrowed his eyes.

"Then this is gonna have you rolling on floor laughing." AMPfibian said wrapping all tentacles around Plugg and releasing all his voltage. Plugg chuckled a bit more.

"My turn." Plugg taunted, grabbing AMPfibian and slammed him into the ground before tossing him back against the wall.

"This is my department Ben." Kevin said changing his hand into a hammer. "Hey rock head."

"Yeah?" Plugg asked. Kevin swung his hammer hard, sending Plugg flying into a wall, lightly getting imbedded in it. "Come on Ben." AMPfibian flew out the door, using his tentacles to grab Kevin as he shed his metal armor to reduce the weight.

"NO! Wait! You must return! You have to believe me!" Hokestar yelled out after them.

"No! No! The creature must be left free!" Pax yelled over Hokestar. Hokestar ran back into his ship and pulled Plugg from the wall.

"Hurry Plugg, gather the tools. We might not have much time!"

=====Skies of Bellwood=====

AMPfibian activated the communication function of the Omnitrix as he flew over the town heading for the Plumber Base.

"Rook, Ben here." AMPfibian said. "Me and Kevin are heading in. Day off became a mission. We have a Screegit here so, get an animal expert ready."

"Wait, Ben, did you say you have a SCREEGIT? On Earth?" Rook asked the panic highly obvious in his voice.

"Yeah, it's a long story. But what's the big deal?" AMPfibian asked. Meanwhile the orb was getting heavier, and Kevin dropped it when something seemed to leak from the cracks forming in it. Ben dove down after the dropped orb. Close to the ground the Omnitrix began to beep so he let go of Kevin who caught himself on the ground as AMPfibian flashed back to Ben. The Screegit appeared to be getting large, easily the size of a large truck and growing larger. Its teeth extended, and jagged and two large arms sprouted from it. A green slime dripped from its mouth landing on a car, causing the car to begin to melt.

"What happened?" Ben asked panicked.

"That stupid fuzzball just turned into some massive city destroyer!" Kevin answered.

"Rook, we're looking at some crazy stuff right now, explain."

"Ben, the Screegit is more than just endangered. If released in the wrong environment, it becomes highly dangerous." Rook responded. "I am heading out with the Plumbers, I will also contact Miss Tennyson. But I do not know how well she will be able to respond."

"Where's the Screegit?" Pax asked out of breath running up to them.

"That IS the Screegit!" Ben replied, "Care to explain what happened?"

"I don't know man. Screegits only get like this in a nitrogen atmosphere. But you Earth creatures breath oxygen." Pax answered.

"Are you crazy?" Kevin asked, "Earth has nitrogen in its atmosphere too!"

"Well why didn't anyone tell me?"

"How are we supposed to tell you? Doesn't exactly come up in conversation!" Ben said going on to mimic the conversation it would come up in, "Hello! I'm Ben Tennyson. How's your atmosphere? Mine's rich in NITROGEN!" The conversation was cut off with the sound of the Screegit stomping along the road, smashing the asphalt under its weight, the acid drool dissolving things as it walked.

"Please! You have to stop it." Pax begged. "It could get hurt."

"Right, I'm sure it's the one in danger." Ben said, "Kevin, try to get people out of danger. I'll try to contain the Screegit." Kevin nodded as Ben activated the Omnitrix again. He transformed into a tall plant-like being with flower petals creating the illusion of fire around his head. His feet seemed to be grabbing onto rocks and the Omnitrix symbol sitting square on his chest.

"Swampfire!" The plant yelled throwing a large fireball which curved, leaving a path of fire in front of the Screegit. "There, wild animals are afraid of fire. That should" The Screegit's drool fell, putting out the fire, "Do absolutely nothing." Swampfire hit the Omnitrix symbol on his chest changing into a different plant alien. The figure was strikingly like Pax, but instead had a bright green eye, some Venus flytrap-shaped growths framing his head, and large green bulbs on his shoulder. He had a slight brownness to him that Pax also lacked.

"WILDVINE!" He yelled out stretching out his one arm and grappled up with it.

"I don't appreciate my species being used like this!" Pax yelled out after him. Wildvine simply rolled his eye, stretching out his arms in an attempt to snare the Screegit. The beast barely seemed effected by it. "Okay, not working. Let's try this. Go to sleep!" Wildvine grabbed his seeds off his back and threw them into the Screegit's face. The creature continued to walk. "Go to sleep! GO TO SLEEP!" Wildvine yelled throwing more. Eventually the Screegit began to shake, while not effected by the spores, clearly was starting to annoy it. Wildvine was tossed back and fourth before he was thrown far, his vines snapped sending him flying, right into Kevin and Pax. Wildvine flashed back, laying on top of Pax.

"You got to be kidding me, are those keys in your pocket?" Ben asked annoyed.

"Hey, you gotta have a ship to spread the truth." Pax defended himself. The Screegit continued its rampage, ripping through the elevated subway tracks as if they weren't even there. "Aww man, it totally totaled those tracks!" A train whistle was heard, seeing a bullet train coming down the tracks towards the destroyed bridge. "And that substantially increases the trouble."

"Ben, you…uh, want to deal with that?" Kevin asked.

"Yeah, I'm on it. Come on Omnitrix, I need Waybig, or Diamondhead, I'd even take Upgrade." Ben slammed down on the Omnitrix. Instead of turning into any of the aliens he just said, he instead shifted into Jury Rigg.

"JURY RIGG! Really? Maybe if we had time I could fix that." Jury Rigg said hitting the Omnitrix Symbol. Switching into a humanoid green slime, with a nose-like beak and a kind of amoeba design to his body. Above his head floated a small flying saucer-like device with the Omnitrix symbol upon it.

"GOOP! Oh, you have got to be kidding me!" Goop complained, "This is quite possibly the worst alien for the situation Omnitrix!" Goop hit the Omnitrix symbol on the small machine floating above him causing a green flash and in his place was a tiny green light.

"I was wrong! Goop wasn't the worst alien for this, BUT NANOMECH IS!" Nanomech shouted, "I'm running out of time here Omnitrix, I need something that can either stop that train or fix that bridge!" Ben changed aliens yet again, this time standing as Bloxx.

"Alright, Bloxx, something I can use." Bloxx said looking at the destroyed gap. "But I am not gonna enjoy this…" Bloxx stretched out grabbing the ends of the destroyed area and expanded his frame to fill the missing area. The train then began to drive right over him, as Bloxx gave a series of pained grunts and groans. Once the train was pass, he lowered himself down back to the ground.

"That look like it hurt." Kevin said.

"Yeah, a lot." Bloxx responded. "Gonna need some aspirin and a message after all this is done." At this point Hokestar arrived on the scene wearing some kind of backpack with a large cylinder with a large fan on top of it connected via a hose to a blunderbuss-like device.

"Brilliant my boy!" Hokestar said, "You became a Segmentasapien! A brilliant decision!"

"A Segmentasapien, that's what I am? Suppose that's good to know…" Bloxx said "I mean, yeah but, what is that thing you're carrying?"

"This device here can extract nitrogen from their air. But I need a contained space to work. But that's where your Segmentasapien form comes into play!" Hokestar cheerly said, "If you form an air-tight shell around the Screegit, I can remove the nitrogen from it which will shrink the Screegit back down to normal size allowing us to contain it."

"Won't be easy." Bloxx said. "But I'm on it. You two try to get people away." Bloxx stretched out his arms, using their length to basically walk across the rooftops chasing after the Screegit.

"Just don't hurt the poor creature!" Pax yelled.

"Do you ever shut up?" Kevin asked angrily.

Using his method, Bloxx was able to catch up with the Screegit, before eventually overpassing it, jumping in front of it and forming himself into a block wall. "End of the line fur ball." Bloxx said. The Screegit simply spat a few globs of its acid spit at Bloxx. The spit clung to his form causing the segmented body to begin to smoke. "Ow ow ow!" Bloxx yelled shrinking down to rip off the top of a fire hydrant allowing the water to wash off the acidic substance.

"Ben!" Kevin yelled out.

"Sorry, for some reason thought this would be easier." Bloxx said stepping out of the water.

"Well we cleared the streets. Think you can actually manage to contain that thing this time?" Kevin asked.

"I'd like to see you do better." Bloxx said stretching out. This time instead of making a single wall, he wrapped the wall around the Screegit followed by sealing it in a large dome with Bloxx's head sitting on top of it. It was obviously from his groans that the Screegit was fighting against it's walls. "Professor! Now!"

"On it my boy!" Hokestar said running up to the dome, placing the end of his vacuum device on the shell. "I need a small crack."

"Right, of course." Bloxx said shortly before Hokestar turned on his machine. After a few minutes, the commotion inside Bloxx's structure died down, before eventually stopping all together.

"I think that's it. Lower yourself boy." Hokestar said. Bloxx nodded, or at least best he could at the present, before retracting back down to his default form before changing back to Ben altogether. "There there precious. Back where you belong." Hokestar said putting a small device on top of the Screegit, having returned to its default form, forming a new energy ball around it. "There, all safe and sound." Suddenly Pax rushed in from behind and shoved Hokestar to the ground, grabbing the orb.

"No! The Screegit must be free!" Pax yelled running away with the orb.

"ARE YOU KIDDING ME?" Ben and Kevin yelled in unison. But Pax didn't get to far before a squad of Plumbers blocked off the road in front of him. He attempted to run a different direction, but Gwen teleported in blocking off the path. When he attempted another U-turn, but this time was caught by Rook firing off a kind of bolo snaring the Florauna. The Screegit's orb was tossed into the air but was snagged by Gwen.

"We will be taking custody of the Screegit now." Rook said pulling Pax to his feet, "As well as you."

"Go ahead! Lock me up! It'll allow me to feel the full pain of my caged alien brethren, and sisteren!" Pax yelled as he was lead into a Plumber vehicle.

"Huh, happy ending after all." Ben said.

"Could have used you here earlier Gwen." Kevin snipped.

"Hey, have YOU ever tried to get away from my mom? She doesn't exactly want people knowing about this." Gwen responded.

"Regardless, the Screegit has been calmed and contained," Hokestar said, "so, I believe I will simply be taking it back and"

"Spending the next year chained to that plant nutjob if you even THINK of taking it back." Ben said.

"With all do respect, I AM the legal owner after all. I have permits to house the beast and transfer it!"

"Given how it responds to our atmosphere, I think any customs officers would have never allowed it onto Earth. So, want to say that again?"

"I mean, oh my is that a Screegit?" Hokestar said with fake shock, "Quite dangerous if that thing got lose. I happen to know a few animal handlers who could put the creature in a proper wildlife sanctuary. Anyway, I must be going, looking forward to the team's endorsement of my products. And before I leave, I heard this planet has a brilliant beverage made of frozen, blended fruits. Farewell!" Hokestar quickly ran off.

"Endorsements?" Gwen asked confused.

"Long story, short version, we're not." Kevin answered

"Uh wait for me boss!" Plugg said running after him, a few plumbers in pursuit on foot

"The Professor's motivations I can understand quite well." Rook said watching Hokestar run off awkwardly, "But this Pax fellow, him I just do not understand."

"He may be a bit extreme, but his heart's in the right place." Ben said, "But really, that just makes him more dangerous."

"Professor! Wait up!" Plugg said, multiple Plumbers attempting to hold him back via a cable and being dragged along before the cable snapped, allowing him to escape along with his conman boss. He then turned around. "Stupid red spots!" On that note, Plugg blew a raspberry, and disappeared under the Bellwood streets.


End file.
